Information contained herein is subject to completion or amendment. A registration statement on Form 10 relating to these securities has been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, but has not yet become effective.

 Exhibit 99.1​

Preliminary Information Statement
(Subject to Completion, Dated May 7, 2026)

INFORMATION STATEMENT

Mobility Global Inc.

Common Stock
(Par Value $0.01 Per Share)​

S&P Global Inc. (“S&P Global”) is furnishing this information statement in connection with the separation of its mobility business, S&P Global Mobility, from its remaining businesses and the creation of an independent, publicly traded company. Mobility Global Inc. (“Mobility”), directly or indirectly through its subsidiaries, will hold certain assets, liabilities and legal entities comprising the S&P Global Mobility business after certain restructuring transactions are completed (the “Restructuring Transactions”).

Mobility is currently a wholly owned subsidiary of S&P Global. To effect the separation, S&P Global will distribute all of the shares of Mobility common stock to the stockholders of S&P Global (the “Distribution” and, together with the Restructuring Transactions, the “Separation”).

Each holder of S&P Global common stock will receive      shares of Mobility common stock for every      shares of S&P Global common stock held as of the close of business on            , 2026, the record date for the Distribution.

The Distribution is expected to be completed after the New York Stock Exchange (the “NYSE”) market close on            , 2026. Immediately after S&P Global completes the Distribution, Mobility will be an independent, publicly traded company. We expect that, for U.S. federal income tax purposes, no gain or loss will be recognized by you, and no amount will be included in your income in connection with the Distribution, except to the extent of any cash you receive in lieu of fractional shares.

No vote or other action is required by you to receive shares of Mobility common stock in the Separation. You will not be required to pay anything for the new shares or to surrender any of your shares of S&P Global common stock. We are not asking you for a proxy and you should not send us a proxy or your share certificates.

There currently is no trading market for Mobility common stock. We have applied to have Mobility’s shares of common stock listed on the NYSE under the ticker symbol “MBGL.” Assuming that the NYSE authorizes Mobility’s common stock for listing, we anticipate that a limited market, commonly known as a “when-issued” trading market, for Mobility’s common stock will commence on            , 2026 and will continue up to and including the Distribution Date (as defined herein). We expect that the “regular-way” trading of Mobility’s common stock will begin on the first trading day following the Distribution Date.

In reviewing this information statement, you should carefully consider the matters described under the caption “Risk Factors” beginning on page 26.

Neither the U.S. Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

The date of this information statement is            , 2026.

 

A Notice of Internet Availability of Information Statement Materials containing instructions describing how to access the information statement was first made available to S&P Global stockholders on or about       , 2026.

 

 

TABLE OF CONTENTS

 

i

 

NOTE REGARDING THE USE OF CERTAIN TERMS

We use the following terms to refer to the items indicated:

•

“We,” “us,” “our,” “Company” and “Mobility,” unless the context otherwise requires, refer to Mobility Global Inc., the entity that at the time of the Distribution will hold, directly or indirectly through its subsidiaries, certain assets and liabilities associated with the Spin Business, as defined below. Where appropriate in the context, the foregoing terms also include the subsidiaries of this entity; these terms may be used to describe the Spin Business prior to completion of the Separation.

​

•

The “Spin Business” refers to the business, operations, products, services and activities of the S&P Global Mobility business. See “Business” for more information.

​

•

Except where the context otherwise requires, the term “S&P Global” refers to S&P Global Inc., the entity that owns Mobility prior to the Separation and that after the Separation will be a separately traded public company consisting of its remaining operations.

​

•

The term “Distribution” refers to the transaction in which S&P Global will distribute 100% of the shares of Mobility common stock owned by S&P Global to stockholders of S&P Global as of the record date.

​

•

The term “Restructuring Transactions” refers to the series of transactions which will result in certain assets, liabilities and legal entities comprising the Spin Business being owned directly, or indirectly through its subsidiaries, by Mobility.

​

•

Except where the context otherwise requires, the term “Separation” refers to the separation of the Spin Business from S&P Global and the creation of an independent, publicly traded company, Mobility, through (1) the Restructuring Transactions and (2) the Distribution.

​

•

The term “Distribution Date” means the date on which the Distribution occurs.

​

Trademarks and Trade Names

We own and license various trademark registrations, trademark applications and unregistered trademarks. All other trade names, trademarks and service marks of other companies appearing in this information statement are the property of their respective holders. Solely for convenience, the trademarks and trade names in this information statement may be referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend to use or display other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

Market and Industry Data

This information statement includes industry and market data that we obtained from industry publications, third-party studies and surveys, as well as internal analysis. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable. Each publication, study and report speaks as of its original publication date (and not as of the date of this information statement). While we are not aware of any misstatements regarding the industry or market data presented herein, such data and estimates, particularly as they relate to market size, market growth and our general expectations, involve important risks, uncertainties and assumptions and are subject to change based on various factors, including those discussed under the headings “Risk Factors,” “Special Note Regarding Forward-Looking Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this information statement. These and other factors could cause results to differ materially from those expressed in the estimates and beliefs made by third parties and by us.

Historical Financial Information

The historical financial information included in this information statement has been prepared on a stand-alone basis for the Spin Business and is derived from the consolidated financial statements and accounting records of S&P Global. The historical financial information of Mobility has not been included in this

 

ii

 

information statement as, from its formation on September 26, 2025 through March 31, 2026, Mobility has had no material assets, liabilities, operations, business transactions or activities other than those taken in contemplation of the Separation and those incidental to the preparation of this information statement and the registration statement on Form 10 to which this information statement is filed as an exhibit.

Non-GAAP Financial Measures

In addition to our results provided throughout this information statement that are in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), we use Adjusted EBITDA, Adjusted EBITDA margin, Adjusted operating profit, Adjusted operating profit margin, Segment Adjusted EBITDA, Segment Adjusted EBITDA margin and Free cash flow, which are non-GAAP financial measures, in this information statement. Adjusted EBITDA, Adjusted EBITDA margin, Adjusted operating profit, Adjusted operating profit margin, Segment Adjusted EBITDA, Segment Adjusted EBITDA margin and Free cash flow should not be considered in isolation, or as substitutes for our results as reported under U.S. GAAP. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation — Non-GAAP Financial Measures” for a discussion on how we define and calculate Adjusted EBITDA, Adjusted EBITDA margin, Adjusted operating profit, Adjusted operating profit margin, Segment Adjusted EBITDA, Segment Adjusted EBITDA margin and Free cash flow, why we believe these measures are important and reconciliations of the most directly comparable U.S. GAAP measures. Adjusted EBITDA, Adjusted EBITDA margin, Adjusted operating profit, Adjusted operating profit margin, Segment Adjusted EBITDA, Segment Adjusted EBITDA margin and Free cash flow should be read in conjunction with our audited combined financial statements, unaudited condensed combined financial statements and accompanying notes included elsewhere in this information statement, “Summary — Summary Combined Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Unaudited Pro Forma Condensed Combined Financial Information.”

Rounding

Numerical information in this report is presented on a rounded basis using actual amounts. Minor differences in totals and percentage calculations may exist due to rounding.

 

iii

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

We have made statements under the captions “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and in other sections of this information statement that are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections, forecasts or assumptions of our future financial performance, our anticipated growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including the numerous risks discussed under the caption entitled “Risk Factors.”

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Except as required by law, neither S&P Global nor we are under any duty to update any of these forward-looking statements after the date of this information statement to conform our prior statements to actual results or revised expectations.

 

iv

 

1

 

2

 

​

3

 

​

4

 

​

5

 

​

6

 

7

 

​

8

 

9

 

10

 

11

 

12

 

13

 

​

14

 

​

15

 

​

16

 

17

 

18

 

​	Distributing Company	​	​	S&P Global Inc., a New York corporation. After the Distribution, S&P Global will not own any shares of Mobility common stock.	​
​	Distributed Company	​	​	Mobility, a Delaware corporation, is a wholly owned subsidiary of S&P Global and, at the time of the Distribution, will hold, directly or indirectly through its subsidiaries, certain assets and liabilities of the Spin Business. After the Distribution, Mobility will be an independent, publicly traded company.	​
​	Distributed Company Structure	​	​	Mobility is a holding company. At the time of the Distribution, it will own the shares of a number of subsidiaries operating the Spin Business.	​
​	Record Date	​	​	The record date for the Distribution is on the close of business on        , 2026	​
​	Distribution Date	​	​	The Distribution Date is        , 2026.	​
​	Distributed Securities	​	​	S&P Global will distribute 100% of the shares of Mobility common stock outstanding immediately prior to the Distribution. Based on the approximately        shares of S&P Global common stock outstanding on        , 2026, and applying the distribution ratio of        shares of Mobility common stock for every        shares of S&P Global common stock, S&P Global will distribute approximately        shares of Mobility common stock to S&P Global stockholders who hold S&P Global common stock as of the record date.	​
​	Distribution Ratio	​	​	Each holder of S&P Global common stock will receive          shares of Mobility common stock for every          shares of S&P Global common stock held as of the close of business on          , 2026.	​
​	Fractional Shares	​	​	S&P Global will not distribute any fractional shares of Mobility common stock to S&P Global stockholders. Instead, as soon as practicable on or after the Distribution Date, the distribution agent will aggregate fractional shares of Mobility common stock into whole shares, sell the whole shares (or cause the whole shares to be sold) in the open market at prevailing prices and distribute the net cash proceeds, after deducting any applicable taxes, brokerage charges and commissions, on a pro rata basis to each holder who would otherwise have been entitled to receive a fractional share in the Distribution. The distribution agent will determine when, how, through which broker-dealers and at what prices to sell the aggregated fractional shares. Recipients of cash in lieu of fractional shares of Mobility common stock will not be entitled to any minimum sale price for the fractional shares or to any interest on the amounts of payments made in lieu of fractional shares. The receipt of cash in lieu of fractional shares generally will be taxable to the recipient stockholders	​

19

 

​	​	​	​	for U.S. federal income tax purposes as described in “The Separation — Material U.S. Federal Income Tax Consequences of the Distribution.”	​
​	Distribution Method	​	​	Mobility common stock will be issued only by direct registration in book-entry form. Registration in book-entry form is a method of recording stock ownership when no physical paper share certificates are issued to stockholders, as is the case in this Distribution.	​
​	Conditions to the Distribution	​	​	The Distribution is subject to the satisfaction or waiver by S&P Global of the following conditions, as well as other conditions described in this information statement in “The Separation — Conditions to the Distribution”: • Our registration statement on Form 10, of which this information statement is a part, shall have become effective under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), no stop order suspending the effectiveness of our registration statement on Form 10 will be in effect, and no proceedings for such purpose will be pending before or threatened by the SEC, and this information statement, or a notice of Internet availability thereof, will have been made available to the holders of S&P Global common stock as of the record date for the Distribution; ​ • Our common stock to be delivered in the Distribution will have been approved for listing on the NYSE, subject to official notice of issuance; ​ • S&P Global will have received the opinion of Special Tax Counsel to the effect that, for U.S. federal income tax purposes, the Distribution, together with certain related transactions, will qualify as a “reorganization” within the meaning of Section 368(a)(1)(D) of the Code and a distribution to which Section 355 of the Code applies, in each case which is generally tax-free to S&P Global and its shareholders; ​ • Any material approvals and consents of government authorities and any material permits, registrations and consents from third parties, in each case, necessary to effect the Distribution and to permit the operations of our business after the Distribution Date substantially as conducted as of the date of the Separation and Distribution Agreement shall have been obtained; and ​ • No event or development will have occurred or exist that, in the judgment of the S&P Global Board of Directors, in its sole and absolute discretion, makes it inadvisable to effect the Separation or other transactions contemplated by the Separation and Distribution Agreement or by any of the ancillary agreements contemplated by the Separation and Distribution Agreement. ​	​

20

 

​	​	​	​	The fulfillment of the conditions to the Distribution will not create any obligations on S&P Global’s part to effect the Separation, and the S&P Global Board of Directors has reserved the right, in its sole discretion, to abandon, modify or change the terms of the Separation, including by accelerating or delaying the timing of the consummation of all or part of the Distribution, at any time prior to the Distribution Date.	​
​	Stock Exchange Listing	​	​	We intend to have our shares of common stock authorized for listing on the NYSE under the ticker symbol “MBGL,” subject to official notice of issuance.	​
​	Dividend Policy	​	​	We intend to pay a quarterly dividend, in cash, at a quarterly rate initially equal to $      per share of our common stock. The declaration and amount of any dividends to holders of our common stock will be at the discretion of our Board of Directors and will depend upon many factors, including our financial condition, earnings, cash flows, capital requirements of our business, covenants associated with our debt obligations, legal requirements, regulatory constraints, industry practice and any other factors the Board of Directors deems relevant. For more information, see “Dividend Policy.”	​
​	Transfer Agent	​	​	Computershare.	​
​	U.S. Federal Income Tax Consequences	​	​	A condition to the Distribution is S&P Global’s receipt of the opinion of Special Tax Counsel to the effect that, for U.S. federal income tax purposes, the Distribution, together with certain related transactions, will qualify as a “reorganization” within the meaning of Section 368(a)(1)(D) of the Code and a distribution to which Section 355 of the Code applies, in each case which is generally tax-free to S&P Global and its shareholders. On that basis, for U.S. federal income tax purposes, the Distribution will be tax-free to beneficial owners of S&P Global common stock, except to the extent of any cash received in lieu of fractional shares of Mobility common stock. You should review the section entitled “The Separation  — Material U.S. Federal Income Tax Consequences of the Distribution” for a discussion of the material U.S. federal income tax consequences of the Distribution.	​

21

 

​

22

 

​

23

 

​

​

​

Three months ended March 31, (unaudited)

​

​

Year ended December 31,

​

(in millions)

​

​

2026

​

​

2025

​

​

2025

​

​

2024

​

​

2023

​

Revenue

​

​

​

$

455

​

​

​

​

$

420

​

​

​

​

$

1,750

​

​

​

​

$

1,613

​

​

​

​

$

1,485

​

​

Expenses: Operating-related expenses

​

​

​

​

136

​

​

​

​

​

127

​

​

​

​

​

516

​

​

​

​

​

475

​

​

​

​

​

448

​

​

Selling and general expenses

​

​

​

​

160

​

​

​

​

​

131

​

​

​

​

​

585

​

​

​

​

​

531

​

​

​

​

​

491

​

​

Depreciation and amortization

​

​

​

​

78

​

​

​

​

​

78

​

​

​

​

​

310

​

​

​

​

​

309

​

​

​

​

​

307

​

​

Total expenses

​

​

​

​

374

​

​

​

​

​

336

​

​

​

​

​

1,411

​

​

​

​

​

1,315

​

​

​

​

​

1,246

​

​

Operating profit

​

​

​

​

81

​

​

​

​

​

84

​

​

​

​

​

339

​

​

​

​

​

298

​

​

​

​

​

239

​

​

Other income, net

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(1)

​

​

​

​

​

(2)

​

​

Interest expense, net

​

​

​

​

3

​

​

​

​

​

3

​

​

​

​

​

13

​

​

​

​

​

15

​

​

​

​

​

17

​

​

Income before taxes on income

​

​

​

​

78

​

​

​

​

​

81

​

​

​

​

​

326

​

​

​

​

​

284

​

​

​

​

​

224

​

​

Provision for income taxes

​

​

​

​

23

​

​

​

​

​

23

​

​

​

​

​

106

​

​

​

​

​

76

​

​

​

​

​

61

​

​

Net income

​

​

​

$

55

​

​

​

​

$

58

​

​

​

​

$

220

​

​

​

​

$

208

​

​

​

​

$

163

​

​

​

​

​

Three months ended March 31, (unaudited)

​

​

Year ended December 31,

​

(in millions)

​

​

2026

​

​

2025

​

​

2025

​

​

2024

​

​

2023

​

Net cash provided by operating activities

​

​

​

$

54

​

​

​

​

$

67

​

​

​

​

$

485

​

​

​

​

$

427

​

​

​

​

$

393

​

​

Net cash used for investing activities

​

​

​

$

(6)

​

​

​

​

$

(5)

​

​

​

​

$

(23)

​

​

​

​

$

(21)

​

​

​

​

$

(230)

​

​

Net cash used for financing activities

​

​

​

$

37

​

​

​

​

$

(62)

​

​

​

​

$

(453)

​

​

​

​

$

(423)

​

​

​

​

$

(160)

​

​

(in millions)

​

​

As of March 31, 2026 (unaudited)

​

​

As of December 31, 2025

​

Balance Sheet Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

​

​

$

122

​

​

​

​

$

38

​

​

Total assets

​

​

​

$

13,042

​

​

​

​

$

12,995

​

​

Total liabilities

​

​

​

$

1,459

​

​

​

​

$

1,510

​

​

Total equity

​

​

​

$

11,583

​

​

​

​

$

11,485

​

​

24

 

​

​

​

Three months ended March 31, (unaudited)

​

​

Year ended December 31, (unaudited)

​

​

(in millions)

​

​

2026

​

​

2025

​

​

2025

​

​

2024

​

​

2023

​

​

​

​

Adjusted EBITDA(1)

​

​

​

$

184

​

​

​

​

$

169

​

​

​

​

$

711

​

​

​

​

$

658

​

​

​

​

$

598

​

​

​

Adjusted operating profit(1)

​

​

​

$

176

​

​

​

​

$

160

​

​

​

​

$

675

​

​

​

​

$

617

​

​

​

​

$

565

​

​

​

Free cash flow(1)

​

​

​

$

48

​

​

​

​

$

62

​

​

​

​

$

461

​

​

​

​

$

412

​

​

​

​

$

375

​

​

​

​

25

 

RISK FACTORS

You should carefully consider each of the following risks and all of the other information contained in this information statement. Some of these risks relate principally to the Separation, while others relate principally to our business and the industry in which we operate or to the securities markets generally and ownership of our common stock. Our business, prospects, results of operations, financial condition or cash flows could be materially and adversely affected by any of these risks, and, as a result, the trading price of our common stock could decline.

Risks Relating to the Separation

We may not realize the anticipated benefits from the Separation, and the Separation could harm our business.

We may not be able to achieve the full strategic and financial benefits expected to result from the Separation, or such benefits may be delayed or not occur at all. The Separation is expected to enhance strategic and management focus, provide a distinct investment identity and allow us to efficiently allocate resources and deploy capital. We may not achieve these and other anticipated benefits for a variety of reasons, including, among others, the following:

•

The Separation will require significant amounts of management’s time and effort, which may divert management’s attention from operating and growing our business;

​

•

Following the Separation, we may be more susceptible to economic downturns and other adverse events than if we were still a part of S&P Global;

​

•

Following the Separation, our business will be less diversified than S&P Global’s business prior to the Separation; our business will also experience a loss of scale and access to certain financial, managerial and professional resources from which we have benefited in the past; and

​

•

The other actions required to separate the respective businesses could disrupt our operations.

​

If we fail to achieve some or all of the benefits expected to result from the Separation, or if such benefits are delayed, our business could be harmed.

We have no history of operating as an independent company, and our historical combined, historical condensed combined, and unaudited pro forma condensed combined financial information is not necessarily representative of the results that we would have achieved as an independent, publicly traded company and may not be a reliable indicator of our future results.

Our historical combined and unaudited pro forma condensed combined financial information included in this information statement have been derived from S&P Global’s consolidated financial statements and accounting records and are not necessarily indicative of our future results of operations, financial condition or cash flows, nor do they reflect what our results of operations, financial condition or cash flows would have been as an independent public company during the periods presented. In particular, the historical combined financial information included in this information statement is not necessarily indicative of our future results of operations, financial condition or cash flows primarily because of the following factors:

•

Prior to the Separation, the Spin Business has been operated by S&P Global as part of its broader corporate organization, rather than as an independent company. S&P Global or one of its affiliates provide support for various corporate functions for us. We will become a smaller, less diversified company as a result of the Separation;

​

•

Our historical combined and historical condensed combined financial results reflect the direct and indirect allocated costs for such services historically provided by S&P Global, and these costs may significantly differ from the comparable expenses we would have incurred as an independent company;

​

•

Our working capital requirements and capital expenditures historically have been satisfied as part of S&P Global’s corporate-wide cash management and centralized funding programs, and our cost of debt and other capital may significantly differ from that which is reflected in our historical combined financial statements;

​

 

26

 

•

The historical combined and historical condensed combined financial information may not fully reflect the costs associated with the Separation, including the costs related to being an independent public company;

​

•

Our historical combined and historical condensed combined financial information does not reflect our obligations under the various transitional and other agreements we will enter into with S&P Global in connection with the Separation, though costs under such agreements are expected to be broadly similar to what was charged to the Spin Business in the past; and

​

•

Currently, our business is integrated with that of S&P Global and we benefit from S&P Global’s size and scale in costs, employees and vendor and customer relationships. Thus, costs we will incur as an independent company may significantly exceed comparable costs we would have incurred as part of S&P Global and some of our vendor and customer relationships may be weakened or lost.

​

We based the pro forma adjustments included in this information statement on available information and assumptions that we believe are reasonable and factually supportable; actual results, however, may vary. In addition, our unaudited pro forma condensed combined financial information included in this information statement may not give effect to various ongoing additional costs we may incur in connection with being an independent public company. Accordingly, our unaudited pro forma condensed combined financial information do not reflect what our results of operations, financial condition or cash flows would have been as an independent public company and are not necessarily indicative of our future financial condition or future results of operations.

Please refer to “Unaudited Pro Forma Condensed Combined Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical combined and historical condensed combined financial statements and the notes to those statements included elsewhere in this information statement.

We have historically operated within S&P Global, and there are risks associated with the Separation.

We have historically operated within S&P Global and a number of aspects of our current relationship with S&P Global will change as a result of the Separation. For example, some of our vendors or other contract counterparties may have contracted with us because we were part of S&P Global, and we may have difficulty obtaining favorable terms in our contractual arrangements in the future as a result of the Separation. These and other changes could have a material adverse effect on our business, financial condition or results of operations.

Furthermore, in connection with the Separation, we will enter into a Separation and Distribution Agreement and certain other commercial arrangements with S&P Global pursuant to which S&P Global will continue to provide to us, on an ongoing basis, certain functions and services that the companies have historically shared. See “The Separation — Agreements with S&P Global — Commercial Arrangements.” S&P Global may not successfully execute its obligations to us under these arrangements, and any interruption in the functions or services that will be provided to us by S&P Global following the Distribution could have a material adverse effect on our business, financial condition or results of operations.

We will incur significant costs to create the infrastructure necessary to operate as an independent public company and may experience operational disruptions in connection with the Separation.

S&P Global currently performs many important corporate functions for us, including executive management, finance, legal, information technology, human resources and other shared services. The cost of these services has been allocated to us based on direct usage when identifiable or, when not directly identifiable, on the basis of proportional net revenues or other relevant metrics, as applicable. Following the Separation, S&P Global will continue to provide some of these services to us on a transitional basis, generally for a period of up to 18 months, pursuant to a TSA that we will enter into with S&P Global. See “The Separation — Agreements with S&P Global — Transition Services Agreement.” S&P Global may not successfully execute all of these functions during the transition period or we may have to expend significant efforts or costs materially in excess of those estimated under the TSA. Any interruption in these services could have a material adverse effect on our business, financial condition or results of operations.

 

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In addition, at the end of this transition period, we will need to perform these functions ourselves or hire third parties to perform these functions on our behalf. The costs associated with performing or outsourcing these functions may exceed the amounts reflected in our historical combined financial statements that were incurred as a business segment of S&P Global. We began to incur costs beginning in the year ended December 31, 2025 to establish the necessary infrastructure and create the systems and services to replace many of the systems and services that S&P Global currently provides to us. However, we may not be successful in implementing these systems and services in a timely manner or at all, and we may incur additional costs in connection with, or following, the implementation of these systems and services. A significant increase in the costs of performing or outsourcing these functions could have a material adverse effect on our business, financial condition or results of operations.

Furthermore, we may experience certain operational disruptions in connection with the Separation as we transition to operating as an independent public company, including information technology disruptions as certain data, software, information technology hardware and other information technology assets and systems are transitioned or re-allocated between us and S&P Global, or as we implement new systems or upgrades in connection with such transition. Our ability to effectively manage and operate our business depends significantly on information technology systems, and bad actors could potentially take advantage during the course of the transition to exploit any vulnerabilities in such systems. Any failure, disruption, interruption, malfunction or other issue with respect to such systems could have a material adverse effect on our business, financial condition or results of operations.

The obligations associated with being a public company will require significant resources and management attention.

Currently, we are not directly subject to the reporting and other requirements of the Exchange Act. Following the effectiveness of the registration statement of which this information statement forms a part, we will be directly subject to such reporting and other obligations under the Exchange Act and the rules of the NYSE. As an independent public company, we will be required to, among other things prepare and distribute periodic reports, proxy statements and other stockholder communications in compliance with the federal securities laws and rules; have our own Board of Directors and committees thereof, which comply with federal securities laws and rules; maintain an internal audit function; institute our own financial reporting and disclosure compliance functions; establish an investor relations function; establish internal policies, including those relating to trading in our securities and disclosure controls and procedures; and comply with the rules and regulations implemented by the SEC, the Sarbanes-Oxley Act, the Dodd-Frank Act, the Public Company Accounting Oversight Board and the NYSE.

These reporting and other obligations will place significant demands on our management and our administrative and operational resources, including accounting resources, and we expect to face increased legal, accounting, administrative and other costs and expenses relating to these demands that we had not incurred as a segment of S&P Global. Our investment in compliance with existing and evolving regulatory requirements will result in increased administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities, which could have a material adverse effect on our business, financial condition or results of operations.

If we fail to maintain effective internal controls, we may not be able to report our financial results accurately or timely or prevent or detect fraud, which could have a material adverse effect on our business or the market price of our securities.

In accordance with Section 404 of the Sarbanes-Oxley Act, our management will be required to conduct an annual assessment of the effectiveness of our internal control over financial reporting and include a report on these internal controls in the annual reports we will file with the SEC on Form 10-K. Our independent registered public accounting firm may not be required to formally attest to the effectiveness of our internal controls until the year following the first annual report required to be filed with the SEC. When required, this process will require significant documentation of policies, procedures and systems, review of that documentation by our internal auditing and accounting staff and our outside independent registered public accounting firm, and testing of our internal controls over financial reporting by our internal auditing and accounting staff and our outside independent registered public accounting firm. This process

 

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will involve considerable time and attention, may strain our internal resources, and will increase our operating costs. We may experience higher than anticipated operating expenses and outside auditor fees during the implementation of these changes and thereafter. If management or our independent registered public accounting firm determines that our internal control over financial reporting is not effective, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected, and we could become subject to investigations by the NYSE, the SEC or other regulatory authorities, which could require additional financial and management resources. In addition, if our controls are not effective, our ability to accurately and timely report our financial position could be impaired, which could result in late filings of our annual and quarterly reports under the Exchange Act, restatements of our combined financial statements, a decline in our stock price, or suspension or delisting of our common stock from the NYSE, and could have a material adverse effect on our business, financial condition or results of operations.

Until the Distribution occurs, the S&P Global Board of Directors has sole discretion to change the terms of the Separation in ways that may be unfavorable to us.

Until the Distribution occurs, the S&P Global Mobility business will be a business segment of S&P Global. Completion of the Separation remains subject to the satisfaction or waiver of certain conditions, some of which are in the sole and absolute discretion of S&P Global, including final approval by the S&P Global Board of Directors. Additionally, S&P Global has the sole and absolute discretion to change certain terms of the Separation, including the amount of any cash transfer we make to S&P Global, the amount of our indebtedness and the allocation of contingent liabilities, which changes could be unfavorable to us. In addition, S&P Global may decide at any time prior to the completion of the Separation not to proceed with the Separation.

In connection with the Separation, S&P Global will indemnify us for certain liabilities, and we will indemnify S&P Global for certain liabilities. If we are required to act under these indemnities to S&P Global, we may need to divert cash to meet those obligations, which could adversely affect our financial results. Moreover, the S&P Global indemnity may not be sufficient to insure us against the full amount of liabilities for which it will be allocated responsibility, and S&P Global may not be able to satisfy its indemnification obligations to us in the future.

Pursuant to the Separation and Distribution Agreement and other agreements with S&P Global, S&P Global will agree to indemnify us for certain liabilities, and we will agree to indemnify S&P Global for certain liabilities, as discussed further in “The Separation — Agreements with S&P Global.” Payments that we may be required to provide under indemnities and reimbursements to S&P Global are not subject to any cap, may be significant and could negatively affect our business, particularly under indemnities relating to our actions that could affect the tax-free nature of the Separation. Third parties could also seek to hold us responsible for the liabilities that S&P Global has agreed to retain, and under certain circumstances, we may be subject to continuing contingent liabilities of S&P Global following the Separation that arise relating to the operations of the Spin Business during the time that it was a business segment of S&P Global prior to the Separation, such as certain tax liabilities which relate to periods during which taxes of the Spin Business were reported as a part of S&P Global; certain liabilities retained by S&P Global which relate to contracts or other obligations entered into jointly by the Spin Business and S&P Global’s retained business; and certain liabilities arising from third-party claims in respect of contracts in which both S&P Global and the Spin Business provide services.

S&P Global has agreed to indemnify us for such contingent liabilities. While we have no reason to expect that S&P Global will not be able to support its indemnification obligations to us, we can provide no assurance that S&P Global will be able to fully satisfy its indemnification obligations or that such indemnity obligations will be sufficient to cover our liabilities for matters which S&P Global has agreed to retain, including such contingent liabilities. Moreover, even if we ultimately succeed in recovering from S&P Global any amounts for which we are indemnified, we may be temporarily required to bear these losses ourselves. Each of these risks could have a material adverse effect on our business, financial condition or results of operations.

 

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There can be no assurance that we will be able to obtain insurance coverage following the Distribution on terms that justify its purchase, and any such insurance may not be adequate to offset costs associated with certain events.

We will have to obtain our own insurance policies after the Distribution is complete. Although we expect to have insurance policies in place as of the Distribution that cover certain, but not all, hazards that could arise from our operations, we can provide no assurance that we will be able to obtain such coverage, that the cost of such coverage will be similar to those incurred by S&P Global or that such coverage will be adequate to protect us from costs incurred with certain events. The occurrence of an event that is not insured or not fully insured could have a material adverse effect on our business, financial condition or results of operations.

Following the Separation, we will have debt obligations that could restrict our business and could have a material adverse effect on our business, financial condition or results of operations. In addition, the separation of our business from S&P Global may increase the overall cost of debt funding and decrease the overall debt capacity and commercial credit available to us.

In connection with the Separation, we expect to incur up to $       of new debt. See “The Separation — Incurrence of Debt.” This level of debt could have significant consequences on our future operations, including:

•

Making it more difficult for us to meet our payment and other obligations under our outstanding debt;

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•

Resulting in an event of default if we fail to comply with the financial and other restrictive covenants contained in our debt agreements, which could result in all of our debt becoming immediately due and payable;

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•

Reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes, and limiting our ability to obtain additional financing for these purposes;

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Limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industry in which we operate and the general economy; and

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Placing us at a competitive disadvantage compared to any of our competitors that have less debt or are less leveraged.

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Any of the above-listed factors could have a material adverse effect on our business, financial condition or results of operations. We may also incur substantial additional indebtedness in the future.

In addition, we may be unable to service or refinance our debt or maintain compliance with restrictive covenants in our debt instruments. Our cash flow from operations will provide the primary source of funds for our debt service payments. If our cash flow from operations declines, we may be unable to service or refinance our current debt. If we fail to comply with any covenant in the future, including any financial covenant, it could result in an event of default and make the entire debt incurred thereunder immediately due and payable or we may be forced to sell assets, restructure our indebtedness or seek additional equity capital, which would dilute our stockholders’ interests.

In addition, any future indenture or credit agreements that we may enter into may include restrictive covenants that, subject to certain exceptions and qualifications, restrict or limit our ability and the ability of our restricted subsidiaries to, among other things, incur additional indebtedness, pay dividends, make certain investments, sell certain assets and enter into certain strategic transactions, including mergers and acquisitions. These covenants and restrictions could affect our ability to operate our business, and may limit our ability to react to market conditions or take advantage of potential business opportunities as they arise. The Separation may increase the overall cost of debt funding and decrease the overall debt capacity and commercial credit available to us.

 

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Transfer or assignment to us of some contracts and other assets will require the consent of a third party. If such consent is not given, we may not be entitled to the benefit of such contracts, investments and other assets in the future.

Transfer or assignment of some of the contracts and other assets in connection with the Separation will require the consent of a third party to the transfer or assignment. Similarly, in some circumstances, we are joint beneficiaries of contracts, and we will need to enter into a new agreement with the third party to replicate the existing contract or assign the portion of the existing contract related to the Spin Business. While we anticipate that most of these contract assignments and new agreements will be obtained prior to the Separation, we may not be able to obtain all required consents or enter into all such new agreements, as applicable, until after the Distribution Date. Some parties may use the requirement of a consent to seek more favorable contractual terms from us, which could include our having to obtain letters of credit or other forms of credit support. If we are unable to obtain such consents or such credit support on commercially reasonable and satisfactory terms, we may be unable to obtain some of the benefits, assets and contractual commitments that are intended to be allocated to us as part of the Separation. In addition, where we do not intend to obtain consent from third-party counterparties based on our belief that no consent is required, the third-party counterparties may challenge the transaction on the basis that the terms of the applicable commercial arrangements require their consent. We may incur substantial litigation and other costs in connection with any such claims and, if we do not prevail, our ability to use these assets could be adversely impacted.

We cannot provide assurance that all such required third-party consents and new agreements will be procured or put in place, as applicable, prior to the Distribution Date. Consequently, we may not realize certain of the benefits that are intended to be allocated to us as part of the Separation.

After the Separation, some of our directors and officers may have actual or potential conflicts of interest because of their equity ownership in S&P Global.

Because of their current or former positions with S&P Global, following the Separation, some of our directors and executive officers will continue to own shares of S&P Global common stock or have options to acquire shares of S&P Global common stock, and the individual holdings may be significant for some of these individuals compared to their total assets. This ownership may create, or may create the appearance of, conflicts of interest when these directors and officers are faced with decisions that could have different implications for S&P Global or us. For example, potential conflicts of interest could arise in connection with the resolution of any dispute that may arise between S&P Global and us regarding the terms of the agreements governing the Separation and the relationship thereafter between the companies.

The combined post-Distribution value of S&P Global and Mobility shares may not equal or exceed the pre-Distribution value of S&P Global shares.

After the Separation, we expect that S&P Global common stock will continue to be traded on the NYSE. We have applied to list the shares of our common stock on the NYSE. We cannot assure you that the combined trading prices of S&P Global common stock and our common stock after the Separation, as adjusted for any changes in the combined capitalization of both companies, will be equal to or greater than the trading price of S&P Global common stock prior to the Separation. Until the market has fully evaluated the business of S&P Global without the Spin Business and potentially thereafter, the price at which S&P Global common stock trades may fluctuate significantly. Similarly, until the market has fully evaluated our business and potentially thereafter, the price at which our common stock trades may fluctuate significantly.

We potentially could have received better terms from unaffiliated third parties than the terms we will receive in our agreements with S&P Global.

The agreements we will enter into with S&P Global in connection with the Separation will be negotiated while we are still part of S&P Global’s business. See “The Separation — Agreements with S&P Global.” Accordingly, during the period in which the terms of those agreements will have been negotiated, we did not have an independent Board of Directors or a management team independent of S&P Global. The terms of the agreements negotiated in the context of the Separation relate to, among other things, the allocation of assets, intellectual property, liabilities, rights and other obligations between S&P Global and us, and

 

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arm’s-length negotiations between S&P Global and an unaffiliated third party in another form of transaction, such as a buyer in a sale of a business transaction, may have resulted in more favorable terms to the unaffiliated third party.

S&P Global stockholders do not have dissenters’ rights with respect to the Separation.

S&P Global stockholders do not have any dissenters’ rights in connection with the Separation. Therefore, any S&P Global stockholders who disagree with the Separation will be left without recourse other than selling their Mobility shares. Such stockholders may be unable to subsequently sell their shares at the prices they desire or at all.

If certain of the Restructuring Transactions and/or the Distribution, together with certain related transactions, do not qualify as transactions that are tax-free for U.S. federal income tax purposes, S&P Global and/or holders of S&P Global common stock could be subject to significant tax liability.

It is intended that the Distribution, together with certain related transactions, will qualify as a “reorganization” within the meaning of Section 368(a)(1)(D) of the Code and a transaction under Section 355 and Section 361(c) of the Code, in each case which is generally tax-free to S&P Global and its shareholders for U.S. federal income tax purposes. The Distribution is conditioned upon the receipt of the opinion of Special Tax Counsel to the effect that such transactions will qualify for this intended tax treatment. The opinion will rely on certain representations, assumptions and undertakings, including those relating to the past and future conduct of our business, and the opinion would not be valid if such representations, assumptions and undertakings were incorrect. Notwithstanding the opinion, the Internal Revenue Service (the “IRS”) could determine that the Distribution should be treated as a taxable transaction for U.S. federal income tax purposes if it determines that any of the representations, assumptions or undertakings that were relied on for the opinion are inaccurate or are violated, if it disagrees with the conclusions in the opinion, or for other reasons, including as a result of significant changes in the stock ownership of S&P Global or us after the Distribution. For more information regarding the opinions see “The Separation — Material U.S. Federal Income Tax Consequences of the Distribution — Tax Opinion.” In addition, it is intended that the certain of the Restructuring Transactions will qualify as transactions that are tax-free for U.S. federal income tax and/or non-U.S. tax purposes.

If certain of the Restructuring Transactions and/or the Distribution, together with certain related transactions, fail to qualify for their intended tax treatment for any reason, S&P Global and/or holders of S&P Global common stock could be subject to substantial U.S. and/or applicable non-U.S. taxes as a result of the Separation, and we could incur significant liabilities under applicable law or as a result of the tax matters agreement that we and S&P Global will enter into in connection with the Separation (the “Tax Matters Agreement”). See “The Separation — Material U.S. Federal Income Tax Consequences of the Distribution.”

If the Separation is taxable to S&P Global as a result of a breach by us of any covenant or representation made by us in the Tax Matters Agreement, we generally will be required to indemnify S&P Global, and any payments we make in respect of this indemnification obligation could have a material adverse effect on us.

As described above, it is intended that the Distribution, together with certain related transactions, will qualify for U.S. federal income tax purposes as tax-free transactions to S&P Global and to holders of S&P Global common stock, except with respect to any cash received in lieu of fractional shares of common stock, and that certain of the Restructuring Transactions will qualify as tax-free transactions for U.S. federal income tax purposes and/or non-U.S. tax purposes. If the Distribution and/or any of such Restructuring Transactions are not so treated or are taxable to S&P Global (see “The Separation — Material U.S. Federal Income Tax Consequences of the Distribution”) due to a breach by us (or any of our subsidiaries) of any covenant or representation made by us in the Tax Matters Agreement, we generally will be required to indemnify S&P Global for all tax-related losses suffered by S&P Global. In addition, we will not control the resolution of any tax contest relating to taxes suffered by S&P Global in connection with the Separation, and we may not control the resolution of tax contests relating to any other taxes for which we may ultimately have an indemnity obligation under the Tax Matters Agreement. In the event that

 

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S&P Global suffers tax-related losses in connection with the Separation that must be indemnified by us under the Tax Matters Agreement, the indemnification liability could have a material adverse effect on us.

We will be subject to significant restrictions on our actions following the Separation in order to avoid triggering significant tax-related liabilities.

The Tax Matters Agreement generally will prohibit us from taking certain actions that could cause the Distribution and certain related transactions, or certain of the Restructuring Transactions, to fail to qualify as tax-free transactions, including the following:

•

during the two-year period following the Distribution Date (or otherwise pursuant to a “plan” within the meaning of Section 355(e) of the Code), we may not cause or permit certain business combinations or transactions to occur;

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•

during the two-year period following the Distribution Date, we may not discontinue the active conduct of our business (within the meaning of Section 355(b)(2) of the Code);

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•

during the two-year period following the Distribution Date, we may not sell or otherwise issue our common stock, other than pursuant to issuances that satisfy certain regulatory safe harbors set forth in Treasury regulations related to stock issued to employees and retirement plans;

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•

during the two-year period following the Distribution Date, we may not redeem or otherwise acquire any of our common stock, other than pursuant to open-market repurchases of less than 20% of our common stock (in the aggregate);

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during the two-year period following the Distribution Date, we may not amend our certificate of incorporation (or other organizational documents) or take any other action, whether through a shareholder vote or otherwise, affecting the voting rights of our common stock; and

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•

more generally, we may not take any action that could reasonably be expected to cause the Separation or certain of the Restructuring Transactions undertaken pursuant thereto to fail to qualify as tax-free transactions for U.S. federal income tax purposes or for non-U.S. tax purposes.

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Under the Tax Matters Agreement, we may take certain of the actions described above if, prior to taking such action, we obtain an IRS letter ruling or an acceptable opinion of tax counsel, upon which S&P Global may rely, to the effect that taking such action will not affect the intended tax-free treatment of the Distribution and certain related transactions, or we otherwise obtain S&P Global’s prior written consent, in its sole and absolute discretion, waiving such requirement. Even if we obtain such a ruling, opinion or consent and take any of the actions above, and such actions result in tax-related losses to S&P Global, we generally will be required to indemnify S&P Global for such tax-related losses under the Tax Matters Agreement. See “The Separation — Agreements with S&P Global — Tax Matters Agreement.” Due to these restrictions and indemnification obligations under the Tax Matters Agreement, we may be limited in our ability to pursue strategic transactions, equity or convertible debt financings or other transactions that may otherwise be in our best interests. Also, our potential indemnity obligation to S&P Global might discourage, delay or prevent a change of control that our shareholders may consider favorable.

Our accounting and other management systems and resources may not be adequately prepared to meet the financial reporting and other requirements to which we will be subject following the Separation.

Prior to the Separation, our financial results were included within the consolidated results of S&P Global, and we were not directly subject to reporting and other requirements of the Exchange Act. These and other obligations will place significant demands on our management, administrative, and operational resources, including accounting and information technology resources. To comply with these requirements, we anticipate that we will need to duplicate information technology infrastructure, implement additional financial and management controls, reporting systems and procedures and hire additional accounting, finance, tax, treasury and information technology staff. If we are unable to do this in a timely and effective fashion, our ability to comply with our financial reporting requirements and other rules that apply to reporting companies could be impaired and our business could be harmed.

 

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Risks Relating to Our Business and Operations

Changes in macroeconomic trends and the volatility of the macroeconomic environment could have a material adverse effect on our business, financial condition or results of operations.

Our business is impacted by general economic conditions and volatility in the global financial markets. Economic conditions and volatility are generally affected by a negative or uncertain economic and political environment. In addition, natural and man-made disasters, public health crises (e.g., pandemics) and military conflict, such as the ongoing military conflicts between Russia and Ukraine and in the Middle East, introduce volatility and uncertainty into the global capital markets and negatively impact general economic conditions. Volatile, negative or uncertain economic and political conditions can undermine business confidence in our significant markets. In addition, our business has been and may continue to be negatively affected by challenges to the larger automotive industry ecosystem, including: global supply chain challenges; labor disruptions, work stoppages, or strikes; economic instability; changes in tax laws and regulations; export controls; changes to trade policies, including higher tariff rates and customs duties; economic sanctions and trade restrictions; geopolitical tensions; and other macroeconomic issues, including increased interest rates and inflation. Such conditions may lead to declines in spending for the customers we serve, which may result in decreased revenue for us. Concern about the strength of the economy may also slow the rate at which businesses are willing to enter into new contractual arrangements, potentially including those for our solutions and products, thereby adversely impacting our results of operations.

Consumer purchases of new and used automobiles generally decline during recessionary periods and other periods in which disposable income is adversely affected, which could reduce the number of customers using our products and solutions. Decrease in consumer demand for automobiles may in turn adversely affect other participants in the automotive industry, such as vehicle manufacturers, automotive suppliers, mobility service providers, retailers, and F&I firms, and lead to a reduction in other spending by these groups, including on our products and solutions. Purchases of new and used automobiles may be discretionary for consumers and have been, and may continue to be, affected by negative trends, including: energy costs; the availability and cost of credit; increased interest rates; inflation; reductions in business and consumer confidence; stock market volatility; unemployment levels; government shutdowns, political unrest, or uncertainty; and other global economic conditions.

In particular, the availability and cost of credit are factors affecting consumer confidence, which is a driver of vehicle sales for our consumer customers and dealer customers that use our products and solutions. Additionally, vehicle affordability for our consumer customers is becoming more challenging due to a combination of factors, including elevated vehicle pricing resulting from inflationary cost increases and declines in inventory supply, rising vehicle finance costs due to increased interest rates, and rising auto insurance rates.

Further, in recent years the market for motor vehicles has experienced rapid changes in technology and consumer demands. Self-driving technology, ride sharing, transportation networks and other fundamental changes in transportation could impact consumer demand for the purchase of automobiles and use of our products and solutions, including if such market shifts lead to heightened demand for different types of products and solutions than ours.

The foregoing factors generally affect our performance and could have a material adverse effect on our business, financial condition or results of operations.

Our revenue growth depends on existing customers renewing and upgrading their subscriptions for our products and solutions, our ability to sell additional products and solutions to existing customers and our ability to attract new customers.

Our businesses are primarily subscription revenue driven, as most offerings are sold on monthly, annual or multi-year subscriptions. Our customers have no obligation to renew their contracts for our products and solutions after the expiration of their contract periods and our customers may choose not to renew contracts for a similar mix of products and solutions. Our customers’ renewal rates may fluctuate or decline as a result of a number of factors, including customer dissatisfaction, consumer spending levels, increased competition, changes in law, prices of our products and solutions, the prices of products and

 

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solutions offered by our competitors, spending levels due to the macroeconomic environment or other factors, deteriorating general economic conditions, or legislative and regulatory changes, including data privacy laws. If our customers do not renew their contracts or reduce the products and solutions purchased under their contracts, our revenue could decline and our business may be adversely impacted. Our future success also depends in part on our ability to sell additional products and solutions to existing customers, attract new customers, and improve contract terms. Our ability to attract new customers depends on, among other things, the effectiveness of our sales and marketing efforts and the competitiveness of our products and solutions. If our efforts to sell additional products and solutions to our existing customers, renew existing subscriptions, attract new customers, or improve contract terms are not successful, our revenue growth could decrease and it could have a material adverse effect on our business, financial condition or results of operations.

Our customers’ decisioning may be adversely affected if we are unable to maintain or grow our data position, or if we cannot maintain our data quality, which could adversely affect our financial condition, cause loss of customer trust and contribute to non-compliance with certain laws and regulations.

Our strategy is built upon our ability to capitalize on our data estate and we are reliant on obtaining large volumes of data from various third-party sources. For CARFAX, we rely on more than 177,000 data sources, including car dealers, OEMs, police agencies and service shops. For our Marketing & Sales business line within the B2B segment, we rely on consistently incorporating new assets in our database such as consumer credit, OEM, dealer and lending transactions, vehicle inventory, pricing and incentive information and demographic data. For our Strategy & Planning business line within the B2B segment, we rely on reciprocal relationships with OEMs, suppliers and financial institutions to expand our component/supply chain and powertrain datasets. Further, as we face secular industry changes such as the emergence of electric and autonomous vehicles, we may need to obtain datasets through new partnerships. If we are unable to maintain or grow these partnerships and relationships for the data that our products and solutions rely on, or otherwise are unable to receive, access or use these data for any reason, including as a result of escalating data costs or our access to such data is limited or restricted, it could have a material adverse effect on our business, financial condition or results of operations.

Data quality is an important part of our business model. Accurate data increases predictive ability and improves confidence in decisions for our customers. Inaccurate or incomplete data could adversely affect customer decisioning and poses reputational, litigation and financial risk to our company. See “— Our reputation, credibility and brand are our key assets and competitive advantages, and our business may be affected by how we are perceived in the marketplace.” Although we have developed internal processes and controls to maintain and continually improve the quality of our data, these processes and controls cannot ensure absolute accuracy and the complexity of our technology transformation may introduce additional risk. While we have experienced data quality issues, to date none of these issues have had a material impact on our operations or financial results. Any significant data quality issues arising in the future could have an adverse effect on our business or results of operations, including through the incurrence of additional costs or the loss of customers and harm to our reputation.

Increased availability of free or relatively inexpensive information sources may materially reduce demand for our products and solutions and could have a material adverse effect on our business, financial condition or results of operations.

In recent years, more public sources of free or relatively inexpensive information have become available, particularly through the Internet, and advances in public cloud computing and open source software are expected to continue. Moreover, AI is being used in a way that is significantly increasing access to publicly available free or relatively inexpensive information. Given the importance of data to our products and solutions, the continued growth of publicly available free or relatively inexpensive information could materially reduce demand for our products and solutions. Demand could also be materially reduced as a result of cost-cutting initiatives at certain companies and organizations that choose to use publicly available free or relatively inexpensive information rather than pay for our products and solutions. Although we believe our products and solutions are enhanced by our analysis, tools, delivery mechanisms and applications, if a large number of smaller customers or a critical number of larger customers choose to use public sources of

 

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free or relatively inexpensive information as a substitute for our products or solutions, it could have a material adverse effect on our business, financial condition or results of operations.

AI presents new and evolving risks, and our approach to AI may not be successful, which could materially and adversely affect our business, financial condition or results of operations.

AI is a rapidly evolving technology that is fundamentally changing the way data is gathered, produced, protected, licensed, processed and consumed. Given the importance of data to our products and solutions, AI continues to be an increasingly important part of our business and industry. While we have made significant investments in various AI initiatives, including the use of ML and AI to decode and standardize complex data inputs and to automate data ingest, processing and delivery workflows, there is no guarantee that these investments will lead to the development of products and services that achieve market acceptance, profit or the level of profitability that we expect.

The AI landscape is complex and rapidly evolving, and new and enhanced laws and regulations (or inadequate laws or regulations), novel application of existing laws to AI technology, governmental or regulatory scrutiny, competition from established or emerging companies, litigation, ethical concerns, cybersecurity concerns, intellectual property concerns or other complications could materially and adversely impact our ability to protect our data and intellectual property, to develop and offer products and solutions that effectively use AI, to compete with other AI products or solutions, to improve efficiency of existing products or solutions through the effective use of AI to remain competitive or to incorporate AI in our internal operations, or could materially increase our burden and cost of research, development and regulatory compliance.

The development, testing and deployment of AI systems requires continued investment and may materially increase the cost profile of our offerings due to the nature of the computing cost involved in such systems. In addition, the number of approaches to integrating and commercializing AI is currently large, and many of those approaches may fail to gain market acceptance or become obsolete as AI continues to evolve. At this time, we are unable to predict which AI offerings will ultimately be successful. Notwithstanding any investments we decide to embark on, our products and solutions may become less marketable or less competitive or potentially obsolete if either our approach to integrating AI into our products and solutions fails to gain market acceptance or our approach to protecting our data and intellectual property in the AI landscape is ultimately inadequate. The continued enhancement of AI within our products, services and processes also depends in part on our ability to attract and retain talented employees with critical AI and data science experience, which is dependent on a number of factors, including prevailing market conditions and compensation packages offered by companies competing for the same talent. If we are unable to attract, retain or train key qualified personnel, our ability to develop and deliver on our investments in our various AI initiatives may be adversely affected.

Our competitors are deploying AI in ways that could materially reduce demand for our products and services (for example, by deploying AI in ways that make collection and processing of information relatively inexpensive or free or by leveraging AI to build products and services that compete with our products and services). The emerging “off the shelf” AI models may also increase the ability of new and existing competitors to develop technology and applications which may compete with our products and services.

Our ability to produce and develop products and services with AI capabilities is dependent upon the products and services of other suppliers, including certain data, software and service suppliers. Our products and services with AI capabilities may rely on third-party AI providers for certain capabilities and infrastructure. If any such providers were to limit, discontinue or materially alter the terms of our access, we may be unable to obtain comparable data from other sources in a timely or cost-effective manner, or at all. To the extent we rely on third-party AI models, the providers may discontinue such models or their model capabilities may become insufficient or obsolete. The occurrence of any such issue could have a material adverse effect on our business, financial condition or results of operations.

AI is also being utilized by malign actors to launch increasingly sophisticated cyber attacks against us and our third-party service providers (including our vendors, data partners and distribution partners), which, if successful, could have a material adverse effect on our business, financial condition or results of operations. While we believe we have appropriate policies, processes and internal controls to ensure the

 

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stability of our information technology, provide security from unauthorized access to our systems and maintain business continuity, our business could be subject to significant disruption and our business, financial condition or results of operations could be materially and adversely affected by unanticipated system failures, data corruption or unauthorized access to our systems.

We do not yet know whether intellectual property laws and regulations in the jurisdictions that we operate will enable us to effectively protect our data and other intellectual property rights from unintended use by AI. Third parties could also use our data with AI tools to create their own insights and potentially supplant our products and services. AI technologies used in our products and processes may incorporate or reproduce third-party content in their outputs, which may expose us to risks associated with infringing, misappropriating or otherwise violating others’ intellectual property rights, including those of our competitors or nonpracticing entities, which may expose us to protracted and expensive litigation and may materially and adversely affect our business going forward. For additional risks related to intellectual property rights, see the risk factor entitled “Our inability to adequately obtain, protect and maintain our intellectual property and other proprietary rights could impact our competitive position.”

Any of the foregoing factors could have a material adverse effect on our business, reputation, financial condition or results of operations.

Any inability by us to develop new products and solutions, enhance our existing products, adapt to new technologies, or achieve widespread customer adoption of those products and solutions could have a material adverse effect on our business, financial condition or results of operations.

Our success depends on our continued innovation to provide useful products and solutions for our customers or that otherwise provide value to our customers. A failure by us to capture the benefits that we expect from these product investments could have a material adverse effect on our business, financial condition or results of operations.

Though we are continuously making ongoing improvements and investments in our current products and solutions, there can be no assurance that such investments will generate additional revenue. In addition, our investments in our current products and solutions may become less productive and the growth of our revenue may require more focus on developing new products and solutions. These new products and solutions must be widely adopted by our customers in order for us to continue to attract our customers to our products and solutions. Accordingly, we must continually invest resources in product, technology and development to improve the attractiveness of our products and solutions and adapt to new and changing technologies and customer requirements. Our ability to engage in these activities may decline as a result of macroeconomic factors and any cost-savings initiatives on our business. These product, technology and development expenses may include costs of hiring additional personnel and retaining our current employees, engaging third-party service providers and conducting other research and development activities. There can be no assurance that innovations to our products or solutions, or the development of future products or solutions, will increase customer engagement, achieve market acceptance, create additional revenue, or become profitable. There can also be no assurance that our future products and solutions will meet consumer expectations in light of products or solutions offered by others in the markets in which we operate.

In addition, revenue relating to new products and solutions may be unpredictable and our new products and solutions may have lower gross margins, lower retention rates and higher marketing and sales costs than our existing products and solutions. We are likely to continue to modify our pricing models for both existing and new products and solutions so that our prices for our offerings reflect the value those offerings are providing to customers. Our pricing models may not effectively reflect the value of products and solutions to our customers and if we are unable to provide products and solutions that customers want to use, they may reduce or cease the use of our products and solutions. Without innovative products and solutions, we may be unable to attract additional customers or retain current customers, as well as the amounts that such customers are willing to pay for our products and solutions, which could, in turn have a material adverse effect on our business, financial condition or results of operations.

 

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We rely, in part, on internet search engines to drive traffic to our websites, and if we fail to appear prominently in the search results, our traffic could decline and our business could be adversely affected.

We rely, in part, on internet search engines to drive traffic to our websites. The number of customers we attract to our websites from search engines is due in part to how and where our websites rank in unpaid search results. These rankings can be affected by a number of factors, many of which are not under our direct control and may change frequently. For example, when a consumer or dealer searches for a vehicle in an internet search engine, we rely on a high organic search ranking of our webpages to refer the consumer to our websites. Our competitors’ internet search engine optimization efforts may result in their websites receiving higher search result rankings than ours, or internet search engines could change their methodologies and/or introduce competing products in a way that would adversely affect our search result rankings. If internet search engines modify their methodologies in ways that are detrimental to us, as they have done from time to time, or if our efforts to improve our search engine optimization are unsuccessful or less successful than our competitors’ efforts, our ability to attract a large customer audience could diminish, and traffic to our websites could decline and in turn. Additionally, competing products from internet search engine providers, such as those that provide dealer and vehicle pricing and other information directly in search results or decreases in customer use of search engines, for example, as a result of the continued development of AI technology, could also adversely impact traffic to our websites. Our business would also be adversely affected if internet search engine providers choose to align with our competitors. Reductions in our own search advertising spend, more aggressive spending by our competitors or increased costs from internet search engines could cause us to incur higher advertising costs and/or reduce our market visibility to prospective users, which could, in turn, adversely impact our ability to attract a large customer audience and the amount of traffic to our websites. Our websites have experienced fluctuations in organic and paid search result rankings in the past, and we anticipate fluctuations in the future. Any reduction in the number of customers directed to our websites through internet search engines could have a material adverse effect on our business, financial condition or results of operations.

Our business is substantially dependent on our relationships with certain customer groups, including dealers and OEMs. If a significant number of customers in such customer groups terminate their subscription agreements with us and/or closures or consolidations occur within such groups that reduce demand for our products, it could have a material adverse effect on our business, financial condition or results of operations.

As of December 31, 2025, we derived approximately 60% and 10% of our revenue from our dealership and OEM customer groups, respectively. Our contracts with dealers and OEMs do not contain contractual obligations requiring them to maintain its relationship with us beyond the initial term. If a significant number of customers in our major customer groups decide to terminate their subscriptions with us, it could have a material adverse effect on our business, financial condition or results of operations.

Additionally, certain of our major customer groups may face consolidation within their industry or mass closures. In the past, the number of U.S. dealers has declined due to dealership closures and consolidations as a result of industry dynamics and macroeconomic issues. When dealers consolidate, the products and solutions they previously purchased separately are often purchased by the combined entity, leading to loss of revenue. In addition, further proliferation of automotive manufacturer direct-to-consumer sales models could result in a decline in the number of U.S. dealers and consolidation in buying power. Further dealership consolidations or closures, or consolidations or closures within any of our other major customer groups, could reduce the aggregate demand for our products and solutions.

If a significant portion of our customer base elects to consolidate their spending on automotive products and solutions with other vendors and not us or self-source the data our products and solutions provide or if we lose a large portion of our business to customer closures or lower priced competitors, it could have a material adverse effect on our business, financial condition or results of operations.

Our reputation, credibility and brand are our key assets and competitive advantages, and our business may be affected by how we are perceived in the marketplace.

Our reputation, credibility and the strength of our brands are key competitive strengths. As a leading global provider of automotive data, our ability to attract and retain customers is uniquely affected by external perceptions of our reputation, credibility and brand.

 

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We provide various products and solutions, many of which depend on contributions or inputs from third parties or market participants and which our customers expect have been prepared with independence and integrity. If our products or solutions are inaccurate, our customers may lose confidence in the quality and dependability of our offerings and this could harm our credibility and brand. In addition, given the popularity of social media, posts and opinions regarding us, whether true or not, could quickly proliferate and harm consumer perception and confidence in our brands. Further, the increasing use of AI tools to generate data resembling our products and solutions could lead to brand confusion or dilution in the marketplace. Any failures, negative publicity, investigations or lawsuits that implicate the independence and integrity of our data could result in a loss of confidence in the administration of these products and solutions and could harm our reputation and our business.

Negative perceptions or publicity could damage our reputation with customers, prospects, and the public generally, which in turn could negatively impact, among other things, our ability to attract and retain customers, employees and data providers, as well as suitable candidates for acquisitions or other combinations, and could have a material adverse effect on our business, financial condition or results of operations.

Our investments in our brands may not be successful and could have a material adverse effect on our business, financial condition or results of operations.

We currently invest and plan to continue to invest substantial resources to building and promoting our brands, including through marketing campaigns and other initiatives intended to strengthen brand awareness, reputation, loyalty and increase customer traffic. Specifically, for CARFAX, we are investing in consumer brand advertising to raise unaided awareness, drive more direct traffic and high quality leads to Car Listings, and expand the Car Care audience. These efforts are expensive and may not necessarily be effective in attracting new customers or retaining existing customers and may not be sufficient to offset the associated costs. Reductions in spending to build and promote our brands, more aggressive spending by our competitors or increased costs of implementing such efforts could cause us to incur higher costs and/or reduce our market visibility to prospective customers, which could, in turn, adversely impact our ability to attract a large customer audience and it could have a material adverse effect on our business, financial condition or results of operations. Customer preference and perceptions of our brands can also change and the value of our brands may diminish if our initiatives fail to resonate with our target brand audiences to raise awareness and drive increased customer traffic.

Our acquisitions, divestitures and other strategic transactions may not produce anticipated results, which could have a material adverse effect on our business, financial condition or results of operations.

We have made and expect to continue to make acquisitions, divestitures and other strategic transactions to strengthen our business and grow our Company. Such transactions present significant challenges and risks, as the market for acquisitions, divestitures and other strategic transactions is highly competitive, especially in light of industry consolidation, which affects our ability to complete such transactions. If we are unsuccessful in completing such transactions or if such opportunities for expansion do not arise, it could have a material adverse effect on our business, financial condition or results of operations.

If such transactions are completed, the anticipated growth and other strategic objectives of such transactions may not be fully realized or may take longer to realize than expected, and a variety of factors may adversely affect any anticipated benefits from such transactions. Our acquisitions, divestitures and other strategic transactions face difficulties, including, but not limited to, the following:

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the process of integration being more expensive or requiring more resources than anticipated;

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an acquisition changing the composition of our markets and product mix, and difficulty gaining the skills necessary for such markets or products;

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delays or difficulties consolidating corporate and administrative infrastructures and eliminating duplicative operations, including issues in integrating financial reporting, information technology infrastructure, data and content management systems and product platforms, communications and other systems;

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delays or difficulties harmonizing corporate cultures, operating practices, management philosophies, employee development and compensation programs, internal controls, compliance programs and other policies, procedures and processes;

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assuming unintended liabilities;

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unexpected regulatory and operating difficulties and expenditures, including regulatory challenges that impact our ability to conduct due diligence;

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failure to maintain employee morale or retain key personnel of the current or acquired business;

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failure to retain existing business and operational relationships;

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continuing operational or financial obligations that arise under transition services agreements requiring significant management and operational resources that limit our ability to fully implement cost reduction and efficiency initiatives or other aspects of our transition plans, or divert the management’s focus from other business operations;

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difficulty coordinating geographically separate organizations, including consolidating offices;

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the impact of divestitures on our revenue growth being larger than projected due to greater dis-synergies or adverse effects on our overall product offerings than expected;

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divestitures requiring continued financial involvement in the divested business through continuing equity ownership, guarantees, indemnities, other financial or operational obligations, or transition services obligations;

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incurring impairment charges or other losses related to divestitures; and

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diversion of management’s focus from other business operations.

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The failure of acquisitions, divestitures and other strategic transactions to perform as expected could have a material adverse effect on our business, financial condition or results of operations.

We face competition in our markets, which could have a material adverse effect on our business, financial condition or results of operations and cause our market share to decline.

The market for our products and solutions is competitive. The competitors we face in any sale opportunity may change depending on, among other things, the line of business making the purchase, the products and solutions being sold, the geography in which the customer is operating, and the size of the customer to which we are selling. These competitors may compete on the basis of price, brand recognition, ease of use of the solution or product, or unique solution and product features or functions. We depend on contractual and license agreements with third parties to protect our proprietary data sets underlying our product and solutions. If such agreements are not sufficiently robust or enforceable, or if counterparties fail to honor them, we would not be able to maintain the exclusivity of our data sets and the competitiveness of our products and solutions may decrease. Outside of the U.S., we are more likely to compete against vendors that may differentiate themselves based on local advantages in language, market knowledge, existing relationships with customers and content applicable to that jurisdiction.

As we expand our portfolio of products and solutions, we may begin to compete with software, technology and other providers that we have not competed against previously and where technology and applications may, in time, become more competitive with our offerings. We expect the intensity of competition to remain high in the future. As a result, our competitors or potential competitors may develop improved product, solution or sales capabilities, or even a technology breakthrough that disrupts our market. The emerging availability of “off-the-shelf” AI models may increase the ability of existing and new competitors to develop technology and applications which may compete with our products and solutions. Continuing intense competition could result in increased pricing pressure, increased sales and marketing expenses, and greater investments in research and development, each of which could negatively impact our profitability. Current and potential competitors may be able to devote greater resources to, or take greater risks in connection with, the development, promotion, and sale of their products than we can devote to ours, which could allow them to respond more quickly than we can to new technologies and changes in customer needs, thus leading to their wider market acceptance. We may not be able to compete effectively and

 

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competitive pressures may prevent us from acquiring and maintaining the customer base necessary for us to increase our revenue and profitability.

In addition, as developing markets continue to expand, certain competitors may have access to larger, more comprehensive, or more relevant data sets and products and solutions to support these emerging markets, which could place us at a competitive disadvantage.

Further, relationships with our partners with whom we currently have a cooperative relationship could shift over time, as we, or they, develop products and solutions that compete with each other. Further, if we develop new products or solutions that overlap with those that are offered by our partners, such partners may assert that our offerings infringe on their products or solutions or otherwise may give rise to disputes, which could result in litigation, reputational harm or restrictions on the success of our products and solutions.

Our current and potential competitors may also establish cooperative relationships among themselves, with our customers, or with third parties to further enhance their resources and product and solution offerings. Current or potential competitors may be acquired by other vendors or third parties with greater available resources. As a result of such acquisitions, our current or potential competitors might be able to adapt more quickly to customer needs, to devote greater resources to the promotion or sale of their products and solutions, to initiate or withstand substantial price competition or to take advantage of emerging opportunities by developing and expanding their product and solutions offerings more quickly than we can. If we are unable to compete effectively with these evolving competitors for market share, it could have a material adverse effect on our business, financial condition or results of operations.

A significant increase in operating costs and expenses could have a material adverse effect on our business, financial condition or results of operations.

Our major expenditures include capital investments, operating expenses and employee compensation.

We make significant investments in technology initiatives and such investments may not result in increased revenues. Developing our products and solutions is time consuming and costly, and investment in development may involve a long payback cycle. Our future plans include significant investments to develop, improve and expand the functionality of our products and solutions, which we believe is necessary to maintain our competitive position. However, we may not recognize significant revenue from these investments for several months or years, or the investments may not yield any additional revenue.

Further, customer acquisition costs, including marketing and sales efforts to drive customer traffic and raise brand awareness, have increased and may continue to increase. Our business also depends on access to our vast network of data providers, and the costs of access to data have increased and may continue to increase. If we are unable to effectively manage these costs, or if they continue to increase, our profitability could be materially and adversely affected.

We also offer competitive salary and benefit packages to attract and retain the quality employees required to grow and expand our businesses. Compensation and benefits costs are influenced by general economic factors, including but not limited to changes in the cost of health insurance, retirement benefits, inflation, trends specific to the skill sets required for our workforce and the amount of competition for qualified employees within our markets.

Although we believe we are prudent in our investment strategies and execution of our implementation plans, the ultimate recoverability or effectiveness of these investments is not yet known. A significant increase in any of the operating costs and expenses mentioned above could have a material adverse effect on our business, financial condition or results of operations.

We are exposed to multiple risks associated with the global nature of our operations, which could have a material adverse effect on our reputation, business, financial condition or results of operations.

The geographic breadth of our activities subjects us to significant legal, economic, operational, market, compliance and reputational risks. These include, among others, risks relating to:

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economic and political conditions around the world;

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inflation;

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high interest rates or fluctuation in interest rates, currency exchange rates or commodities markets;

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limitations that foreign governments may impose on the conversion of currency or the payment of dividends or other remittances to us from our non-U.S. subsidiaries;

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differing accounting principles and standards;

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increases in taxes or changes in U.S. or foreign tax laws;

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potential costs and difficulties in complying with a wide variety of foreign laws and regulations (including tax systems) administered by foreign government agencies, some of which may conflict with U.S. or other sources of law;

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changes in applicable laws and regulatory requirements, including data localization and operational resilience requirements;

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restrictive actions of governmental authorities in the jurisdictions in which we operate affecting trade, cross-border data transfer and foreign investment, especially during periods of heightened tension between governmental authorities in such jurisdictions, including protective measures such as export restrictions and customs duties and tariffs, data localization efforts, and restrictions on the level of foreign ownership;

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nationalization, expropriation, price controls, withdrawal of licenses to operate, and unilateral termination of contracts by government entities; and

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civil unrest, protests, terrorism, unstable governments, geopolitical uncertainties and legal systems and other factors.

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Adverse developments in any of these areas could have a material adverse effect on our business, financial condition or results of operations.

Additionally, we are subject to complex U.S., European and other local laws and regulations that are applicable to our operations abroad, including trade sanctions laws, anti-corruption and anti-bribery laws such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010, anti-money laundering laws and other financial crimes laws. Our internal controls, policies and procedures and employee training and compliance programs related to these topics are not always effective in preventing employees, contractors or agents from violating or circumventing such internal policies and violating applicable laws and regulations. Violations of such laws could result in a material adverse effect on our reputation, business, financial condition or results of operations.

Compliance with international and U.S. laws and regulations that apply to our international operations increases the cost of doing business in foreign jurisdictions. Violations of such laws and regulations may result in fines and penalties, criminal sanctions, administrative remedies, or restrictions on business conduct that have a material adverse effect on our reputation, our ability to attract and retain employees, our business, financial condition or results of operations.

Our expansion into and investments in new and growing markets may not be successful, which could have a material adverse effect on our business, financial condition or results of operations.

We believe there remains significant opportunity to expand our business into major geographic markets and are committed to geographic expansion as a critical component of our growth trajectory. This includes plans to substantially increase dealer adoption of CARFAX For Life and in the future, launch Car Listings internationally. We believe CARFAX Europe is poised to expand its presence by entering new, high-potential markets such as Germany and France. See “Business — Our Growth Strategies — Geographic Expansion.” Expansion into new markets requires significant levels of investment and attention from management and involves substantial risks and uncertainties. These markets may not develop as anticipated or we may not have success in these markets, in which case we may be unable to recover our investment spent to expand our business into these markets or may forgo opportunities in more lucrative markets, which could adversely impact our business, financial condition and results of operations. We also may face

 

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challenges in navigating different regulatory and compliance requirements, establishing effective sales and marketing channels and understanding local customer preferences. In certain markets, due to such barriers, we may face heightened difficulty in attracting and retaining customers. Even where we commit significant resources to expand into such markets, our efforts may not succeed on the expected timeline, may cost more than anticipated or may not generate sufficient revenues to offset our investments and could have a material adverse effect on our business, financial condition or results of operations.

We rely on third-party data sources and service providers for many aspects of our business. From time to time, we lose third-party data sources or the services and solutions, or the data, services or solutions of these suppliers have errors or are delayed, resulting in a disruption or inability to provide our customers with the information, products or solutions they desire.

Our ability to produce our products and solutions and develop new products and solutions is dependent upon the services and solutions of other suppliers, including certain data, software and service suppliers. We obtain data from many third-party data sources, including dealers, service shops, police agencies and governmental entities. Our business relies on our ability to obtain data for our own internal operational purposes and for the benefit of customers using our products and solutions. Certain of our third-party data sources supply us with critical datasets that support our products and solutions to which suitable alternative sources may not be readily available. If any such providers were to limit, discontinue or materially alter our access, we may be unable to obtain comparable data from other sources in a timely or cost-effective manner, or at all, it could have a material adverse effect on our business, financial condition or results of operations.

Some of our products and solutions and their related value are dependent upon updates from our third-party data suppliers, and most of our information and data products and solutions are dependent upon continuing access to historical and current data. We could experience interruptions in our data access for a number of reasons, including difficulties in renewing our agreements with third-party data providers, changes to the software used by third-party data providers, efforts by industry participants to restrict access to data, increased fees we may be charged by third-party data providers and legal or regulatory changes. Our competitive position could be negatively affected if any of our key data providers terminates its relationship with us or if data flow from any key data provider is interrupted. If these third-party data providers experience difficulty meeting our requirements or standards, have adverse audit results, violate the terms of our agreements or applicable law, fail to obtain or maintain applicable licenses cease operations temporarily or permanently, face financial distress or other business disruptions, increase their fees, or if the relationships we have established with such third-party data providers deteriorate, expire or otherwise terminate, whether as a result of macroeconomic conditions or otherwise, we could suffer increased costs and we may be unable to provide similar services or operate some aspects of our business until an equivalent provider could be found or we could develop replacement technology or operations, which could damage our financial condition and reputation. Furthermore, if we are unsuccessful in identifying or finding high-quality third-party data providers, if we fail to negotiate cost-effective relationships with them, or if we ineffectively manage these relationships, it could have a material adverse effect on our business, financial condition or results of operations.

Some of our suppliers are also our competitors, and from time to time they negotiate to change the terms of the data and services that they supply to us in order to gain an advantage in the marketplace, which could materially harm our business.

We utilize certain information and data provided by third-party sources in a variety of ways, including information gathered by market participants and large volumes of data from a vast contributing network of partners. From time to time, the data we receive from our third-party suppliers has errors, is delayed, has design defects, is unavailable on acceptable terms or is not available at all. While such issues have not materially adversely affected us to date, the future occurrence of any such issue could have a material adverse effect on our business, financial condition or results of operations.

In addition, the consolidation of our third-party data suppliers has reduced the number of firms we partner with, which has impacted the size of our third-party data supplier base for certain products and solutions and resulted in an increase in fees charged by certain of our third-party data supplier partners. Certain of our agreements with third-party data suppliers allow them to cancel on short notice. Termination

 

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of significant data agreements or exclusion from, or restricted use of, or litigation in connection with, significant third-party data assets could result in a substantial decrease of the available information for us to use (and offer our customers) and could have a material adverse effect on our business, financial condition or results of operations.

Outsourcing certain aspects of our business could result in material financial loss, increased costs, regulatory actions and penalties, reputational harm, unauthorized access to our systems, system or network disruption, or improper disclosure of confidential information.

We have outsourced certain functions to third-party service providers to leverage leading specialized capabilities and achieve cost efficiencies, and such functions may be further outsourced. From time to time, our third-party service providers do not perform to our standards, produce reliable results, perform in a timely manner or perform at all. We also face the risk that our third-party service providers may fail to comply with legal requirements or maintain the confidentiality of our proprietary information. Failure of these third parties to meet their contractual, regulatory, confidentiality or other obligations to us could result in material financial loss, higher costs, regulatory actions and reputational harm.

Outsourcing these functions also involves the risk that the third-party service providers may not maintain adequate physical, technical and administrative safeguards to protect the security of our confidential information and data. Failure of these third parties to maintain these safeguards have in the past, and may in the future, result in unauthorized access to our systems or a system or network disruption that could lead to improper disclosure of confidential information or data, regulatory penalties and remedial costs.

A third-party cloud infrastructure provider provides a distributed computing infrastructure platform for business operations, or what is commonly referred to as a “cloud” computing service. Currently, we run a significant amount of our computing on such platform. Given this, any disruption of or interference with our use of such platform could have a material adverse effect on our business, financial condition or results of operations.

We rely on the business infrastructure and systems of third parties with whom we do business and to whom we outsource the maintenance and development of operational and technological functionality, including our third-party “cloud” computing services. Our third-party service providers could experience system breakdowns or failures, outages, downtime, cyber attacks, adverse changes to financial condition, bankruptcy or other adverse conditions, which could have a material adverse effect on our business and reputation. Thus, our plans to increase the amount of our infrastructure that we outsource to “the cloud” or to other third parties may increase our risk exposure.

Our inability to successfully recover should we, our third-party service providers or our customers experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm, damaged customer relationships or legal liability.

Should we or our third-party service providers experience a local or regional disaster or other business continuity problem, such as an earthquake, hurricane, flood, civil unrest, protests, military conflict, terrorist attack, public health crisis (e.g., pandemic), security breach, cyber attack, data breach, power loss, telecommunications failure or other natural or man-made disaster, our ability to continue to operate will depend, in part, on the availability of our or our third-party service providers’ personnel, our or our third-party service providers’ office facilities and the proper functioning of our or our third-party service providers’ computer, telecommunication and other related systems and operations. In the event of any such disaster or other business continuity problem, we could experience operational challenges with regard to particular areas of our operations, such as key executive officers or personnel, or we could be exposed to the operational challenges of our third-party service providers, over which we have no control, which could have a material adverse effect on our business, financial condition or results of operations.

The steps governments take to prevent or contain a disaster or other business continuity problem (such as travel restrictions, shelter in place orders, business shutdowns or quarantines) may negatively impact our operations, or the operations of our third-party service providers or customers, or may limit our ability to

 

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interact with customers and effectively maintain and grow our operations, including through securing new subscriptions and renewals.

The negative impact of a disaster or other business continuity problem on our customers could result in our products and solutions facing pricing pressure or delayed renewals, and challenges to new sales, which would in turn reduce revenue, ultimately impacting our results of operations.

We regularly assess and take steps to improve our existing business continuity plans and key management succession. However, a disaster on a significant scale or affecting certain of our key operating areas within or across regions, or our inability to successfully recover should we, our third-party service providers or our customers experience a disaster or other business continuity problem, could materially interrupt our business operations and result in material financial loss, loss of human capital, regulatory actions, reputational harm, damaged customer relationships or legal liability.

Inability to attract, retain or train key qualified personnel or to navigate key management transitions could have a material adverse effect on our business, financial condition or results of operations.

The development, maintenance, sale and support of our products and solutions are dependent upon the knowledge, experience and ability of our highly skilled, educated and trained key personnel. Accordingly, our business is dependent on successfully attracting, retaining and training talented employees and navigating key management transitions (including in our executive leadership team) in a highly competitive business environment. Our ability to attract and retain talented employees is dependent on a number of factors, including prevailing market conditions and compensation packages offered by companies competing for the same talent. While we offer competitive salary and benefit packages, intense competition for talent within our markets is driving difficulties in attracting and retaining skilled employees. Key management transitions, such as the recent changes to our executive leadership team and changes due to the Separation, involve inherent risk, and such transition periods can be disruptive and may result in a loss of personnel with deep institutional or technical knowledge. If we are less successful in our recruiting efforts, or if we are unable to attract, retain or train key qualified personnel or to navigate key management transitions, including as part of the Separation, our ability to develop and deliver successful products and solutions or achieve strategic goals may be adversely affected, which could have a material adverse effect on our business, financial condition or results of operations.

Risks Relating to Cybersecurity, Technology and Innovation

Our size, scale and role in the global markets increases our exposure to cyber attacks and other cybersecurity risks, which could have a material adverse effect on our business, financial condition or results of operations.

Our operations rely on the secure processing, storage and transmission of confidential, sensitive and other types of data and information by our information systems and networks and those of our third-party service providers, including our vendors, data partners and distribution partners. Cybersecurity threats continue to evolve and are increasingly difficult to detect and successfully defend against. As a result, cybersecurity threats have in the past and may in the future defeat the measures that we or our third-party service providers take to anticipate, detect, avoid or mitigate such threats.

Unauthorized disclosure of confidential information as a result of cyber attacks and other unauthorized occurrences on our information systems and networks could cause our customers to lose faith in our ability to protect confidential information and therefore cause customers to cease doing business with us.

The cybersecurity threats we and our third-party service providers (including our vendors, data partners and distribution partners) face are rapidly evolving and are becoming increasingly sophisticated (often through the use of AI) and include denial of service attacks, ransomware, spyware, misinformation, phishing/​smishing/vishing attacks, business compromise attacks, typosquatting, automated attacks, employee errors, negligence or malfeasance, the use of malicious codes or worms, payment fraud and other unauthorized occurrences on, or conducted through, our or our third-party service providers’ (including our vendors’, data partners’ and distribution partners’) information systems and networks, originating from a wide variety of sources, including criminals, terrorists, nation states, financially motivated actors, internal actors and external service providers. The cybersecurity risks we and our third-party service providers face range from

 

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cyber attacks common to most industries, to more sophisticated and targeted attacks, including attacks carried out by state-sponsored actors, intended to obtain unauthorized access to certain information or information systems or networks due in part to our prominence in the global marketplace.

We and our third-party service providers, including our vendors, data partners and distribution partners, experience cyber attacks, data breaches and other cybersecurity threats of varying degrees on a regular basis. The volume of such attacks, breaches and threats has increased over the years and we expect that volume to continue to increase. Breaches of our or our third-party service providers’ (including our vendors’, data partners’ and distribution partners’) information systems and networks may cause material interruptions or malfunctions in our or such third-party’s websites, applications or data processing, or may compromise the confidentiality and integrity of material information regarding us, our business or our customers. Although we have not experienced a cyber attack or data breach that has had a material adverse effect on us to date, we may experience such an event in the future.

In the ordinary course of business, we are exposed to vulnerabilities in widely deployed third-party software. While such vulnerabilities have not resulted in a material adverse effect on us to date, they require us to devote time and resources to remediation on a regular basis. Notwithstanding our efforts, we may suffer a material adverse effect resulting from such vulnerabilities in the future.

Misappropriation, improper modification, destruction, corruption or unavailability of our data and information, including personal data, due to cybersecurity incidents, attacks or other security breaches, or the perception of such an occurrence, could damage our brand and reputation, result in litigation, regulatory actions, sanctions or other statutory penalties, or lead to loss of customer confidence in our security measures and reliability. While such incidents have not had a material impact on us to date, future incidents could materially harm our ability to retain customers and gain new ones, result in financial losses that are either not insured against or not fully covered through any insurance maintained by us, and lead to increased expenses related to addressing or mitigating the risks associated with any such incidents. We may be required to expend significant resources to mitigate the impact of any errors, interruptions, delays or cessations of service and we may have insufficient recourse against our third-party service providers, including our vendors, data partners and distribution partners. Additionally, our failure to timely or accurately communicate cybersecurity incidents to relevant parties, including as a result of a failure of our third-party service providers, including our vendors, data partners and distribution partners to inform us of incidents impacting their information systems or networks in a timely manner could result in regulatory or litigation risk, and reputational harm.

We devote significant resources to maintain and regularly update our systems and processes that are designed to protect the security of our information systems, software, networks and other technology assets and the confidentiality, integrity and availability of information belonging to our customers and employees, and we expect to continue to expend significant additional resources to bolster these protections. However, such measures cannot provide absolute security and may be circumvented or become obsolete, and additional measures that we take to prevent or mitigate cyber incidents may be expensive or ineffective. Additionally, fragmented security tooling could create visibility gaps and increase the risk of missed threats and slower response.

Any of the foregoing could have a material adverse effect on our business, financial condition or results of operations.

Our inability to successfully develop, adapt or implement new and improved processes and technology could materially adversely impact our business, financial condition or results of operations.

The rapid change of technology is a key feature of all of the markets in which we operate. To succeed in the future, we will need to deploy improved processes and technology to innovate, design, develop, assemble, test, market and support new products and solutions and enhancements to our existing products and solutions in a timely and cost-effective manner.

Innovation and constant development in support of new products and solutions and enhancements to existing products and solutions call for the implementation of new and improved processes and technologies that require related change management efforts. While we employ a certain level of internal and external

 

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resources to mitigate the risks associated with implementing process and technology improvements, new processes and technologies that are still in development tend to be subject to more risks than established processes and technologies. For instance, we are incorporating AI in internal operations across our Company, which subjects us to a variety of risks, as further described in the risk factor entitled “AI presents new and evolving risks, and our approach to AI may not be successful, which could materially and adversely affect our business, financial condition or results of operations.” Additionally, certain of our new processes require manual data entry or collection before they can be automated, which subjects them to greater risk of human error. We may also face unexpected challenges in execution that may require more management attention than expected, thus diverting management time and energy from other businesses. The foregoing and other unforeseen factors could also result in additional commitments of financial resources and business disruptions.

We have transitioned an important portion of our technology to a cloud-based infrastructure, which is complex, time consuming and involves substantial expenditures. Our utilization of cloud services is critical to developing and providing products and solutions to our customers, scaling our business for future growth, maintaining data and otherwise operating our business; any such implementation involves risks inherent in the conversion to a new system, including loss of information and potential disruption to our normal operations. We may discover material deficiencies in our design or implementation or maintenance of the new cloud-based systems that could adversely affect our business. Disruptions to either the outsourced systems or the communication links between us and the outsourced supplier may negatively affect our ability to operate our data systems and impair our ability to provide products and solutions to our customers.

Enhancing existing products and solutions and developing new products and solutions often requires effective collaboration across various divisions, functions and business lines of the Company. Ineffective or insufficient collaboration across divisions, functions and business lines decreases our ability to expand geographically, enhance products, innovate, increase sales, promote brand awareness and may result in a material adverse effect on our business, financial condition or results of operations.

Social, ethical and operational issues relating to the use of new and evolving technologies, such as AI, in our offerings could materially and adversely affect our business, financial condition or results of operations.

Our offerings use new and evolving technologies, such as AI. These new and evolving technologies often present social and ethical risks and challenges that could affect their adoption, and therefore our business.

For example, our products and services with AI capabilities may contain errors or defects that lead to privacy concerns, accuracy issues, unintended biases or discriminatory outputs. Errors or defects may exist during any part of a product’s life cycle and may persist notwithstanding testing and/or other quality assurance practices. Inadequate internal oversight or testing may increase the right that such efforts or defects may not be detected or mitigated. Failing to properly remediate any social or ethical issues that may arise in our offerings may result in material brand or reputational harm, competitive harm, legal liability or loss of public confidence, or a material reduction to the marketability or competitiveness of our products and solutions. For our products and solutions that rely on AI to be competitive in the evolving and continually developing AI landscape, we must apply resources and make investments to secure such competitiveness and to ensure that our products and solutions that rely on AI are developed and implemented in a way to minimize unintended and harmful impacts. In addition, our failure to continue development and adoption of ethical and transparent policies and procedures related to AI could negatively impact our reputation and customer confidence. Any of these social, ethical or operational issues could have a material adverse effect on our business, financial condition or results of operations.

Our use of open source software could result in litigation or impose unanticipated restrictions on our ability to commercialize our products and solutions.

We use open source software in our technology, most often as small components within a larger product or solution. Open source code is also contained in some third-party software we rely on. The terms of many open source licenses are ambiguous and have not been interpreted by U.S. or other courts. These licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to commercialize our products and solutions, licenses the software on unfavorable terms or requires us to seek licenses from third parties to offer our products and services, or requires us to re-engineer our products or take other remedial actions, any of which could have a material adverse effect on our business, financial

 

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condition or results of operations. While we have not been subject to any such disputes in the past, we could in the future be subject to suits by parties claiming breach of the terms of licenses, which could be costly for us to defend.

Our inability to adequately obtain, protect and maintain our intellectual property and other proprietary rights could impact our competitive position.

We consider many of our products and solutions to be proprietary, and our success depends, in part, on protecting our intellectual property, proprietary information, and technology. We rely on a variety of measures to maintain, protect and enforce our intellectual property portfolio, including trademark and patent protection, trade secret laws, confidentiality procedures and contractual restrictions, all of which provide only limited protection. In particular, such measures may not prevent infringement, violation or misappropriation of our intellectual property rights or proprietary or confidential information. We have filed for patents and trademark registrations in the United States and in certain international jurisdictions, but such protections can be expensive and may not be available in all countries in which we operate or in which we seek to enforce our intellectual property rights, or may be difficult to enforce in practice. We do business in a number of countries included on the Priority Watch List and/or Watch Lists maintained by the Office of the United States Trade Representative which are currently thought to afford less protection to intellectual property rights generally than some other jurisdictions. The lack of strong patent and other intellectual property protection in jurisdictions in which we operate increases our vulnerability regarding unauthorized disclosure or use of our intellectual property and undermines our competitive position. In addition, even in jurisdictions where there are strong protections for intellectual property rights, our ability to enforce our intellectual property rights may be impacted by the number of competitors attempting to infringe or misappropriate our intellectual property.

We cannot assure you that any future patent, trademark, or other intellectual property registrations will be issued for our pending or future applications or that any of our current or future patents, trademarks or other intellectual property rights will be valid, enforceable, sufficiently broad in scope, provide adequate protection of our technology or other proprietary rights, or provide us with any competitive advantage. Any additional investment in protecting our intellectual property rights through additional trademark, patent or other intellectual property filings could be time consuming and expensive, both in terms of application and maintenance costs. We make business decisions about whether and where to seek patent protection for a particular technology and when to rely upon trade secret protection, and the approach we select may ultimately prove to be inadequate. Businesses we acquire may also have intellectual property portfolios which increase the complexity of managing our intellectual property portfolio and protecting our competitive position. Failure to obtain, protect and maintain our intellectual property adequately could harm the value of, and revenue generated by, such assets as well as harm our reputation and affect our ability to compete effectively.

We also attempt to protect our intellectual property, technology, and other confidential or proprietary information by requiring our employees, contractors, and other third parties who develop intellectual property on our behalf to enter into confidentiality and invention assignment agreements, and third parties we share information with to enter into nondisclosure and confidentiality agreements. However, we cannot guarantee that we will be successful in maintaining, protecting, or enforcing the confidentiality of our trade secrets or that our non-disclosure agreements will provide sufficient protection of our trade secrets, know-how, or other proprietary information in the event of any unauthorized use, misappropriation, or other disclosure. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret or know-how is difficult, fact-intensive, expensive, and time-consuming, and the outcome is unpredictable. In addition, trade secrets and know-how can be difficult to protect and some courts inside and outside the U.S. are less willing or unwilling to protect trade secrets and know-how. Further, these agreements do not prevent our competitors from independently developing product or service offerings that are substantially equivalent or superior to our offerings. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete with us, and our competitive position would be materially and adversely harmed. The loss of trade secret protection could make it easier for third parties to compete with our products and solutions by copying functionality, and pervasive data leakage could render our capabilities redundant over time.

 

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Our products and solutions also contain intellectual property delivered through a variety of digital and other media. Our ability to achieve anticipated results depends in part on our ability to defend our intellectual property rights against infringement and misappropriation. Our business, financial condition or results of operations could be materially and adversely affected by inadequate or changing legal and technological protections for intellectual property and proprietary rights in some jurisdictions and markets. For example, the legal landscape with respect to AI is rapidly evolving, and we do not yet know whether intellectual property laws and regulations in the jurisdictions in which we operate will enable us to effectively protect our intellectual property rights from unintended use by AI. Additionally, third parties could use our data with AI tools to create their own insights and potentially supplant our products and solutions.

Our products may also contain intellectual property of third-party sources. Any claims by third parties that we infringed, misappropriated or otherwise violated their intellectual property rights could result in termination of the relevant source agreement, litigation or reputational damage, or may require us to enter into royalty and licensing agreements on unfavorable terms or to stop selling or redesign affected products or solutions, which could have a material adverse effect on our business, financial condition or results of operations.

We may in the future be subject to intellectual property disputes, which are costly to defend and could harm our business and operating results.

Our success depends, in part, on our ability to operate our business without infringing, misappropriating or otherwise violating third-party intellectual property rights. There is frequent litigation based on allegations of infringement, misappropriation, or other violations of intellectual property rights. We may in the future be subject to claims and litigation alleging that we or our products or solutions infringe, misappropriate or otherwise violate others’ intellectual property rights, including the trademarks, copyrights, patents and other intellectual property rights of third parties, including from our competitors or nonpracticing entities. We may also learn of possible infringement, misappropriation or other violation of our trademarks, copyrights, patents and other intellectual property. Patent and other intellectual property litigation may be protracted and expensive, and the results are difficult to predict and may result in significant settlement costs or payment of substantial damages. Many potential litigants, including patent holding companies, have the ability to dedicate substantially greater resources to enforce their intellectual property rights and to defend claims that may be brought against them. Furthermore, a successful claimant could secure a judgment that requires us to stop offering some products or solutions or prevents us from conducting our business as we have historically done or may desire to do in the future. We might also be required to seek a license and pay royalties for the use of such intellectual property, which may not be available on commercially acceptable terms, or at all. Alternatively, we may be required to modify our products and solutions, which could require significant effort and expense and may ultimately not be successful.

In addition, we use open source software in our products and will use open source software in the future. From time to time, we may face claims regarding ownership of, or demanding release of, the source code, the open source software or derivative works that were developed using such software, or otherwise seeking to enforce the terms of the applicable open source license. These claims could also result in litigation, require us to purchase a costly license, or require us to devote additional product, technology, and development resources to change our products or solutions, any of which would have a negative effect on our business and operating results. Even if these matters do not result in litigation or are resolved in our favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could have a material adverse effect on our business, financial condition or results of operations.

We rely heavily on network systems and the Internet, and any failures or disruptions thereof may adversely affect our ability to serve our customers.

Our products and solutions are delivered electronically, and our customers rely on our ability to process transactions rapidly and deliver substantial quantities of data on computer-based networks. Our customers also depend on the continued capacity, reliability, resiliency and security of our electronic delivery systems, our websites and the Internet.

Our ability to deliver our products and solutions electronically may be impaired due to infrastructure or network failures, malicious or defective software, human error, natural disasters, service outages at cloud

 

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or third-party Internet providers or increased government regulation. Delays in our ability to deliver our products and solutions electronically may harm our reputation and result in the loss of customers.

Although we have disaster recovery plans that include backup facilities for our primary data centers, our systems are not always fully redundant, and our disaster planning may not always be sufficient or effective. As such, these disruptions may affect our ability to store, handle and secure such data and information and could have a material adverse effect on our business, financial condition or results of operations.

Our operations and infrastructure may malfunction or fail, which could have a material adverse effect on our business, financial condition or results of operations.

Our ability to conduct business may be materially and adversely impacted by a disruption in the infrastructure that supports our businesses and the communities in which we are located, including the location of our headquarters, and major cities worldwide in which we have offices and operations.

This may include a disruption involving physical or technological infrastructure used by us or third parties with or through whom we conduct business, whether due to human error, natural disasters, power loss, telecommunication failures, cyber attacks, data breaches, break-ins, sabotage, intentional acts of vandalism, acts of terrorism, political unrest, war or otherwise. Technology failures could also result from inadequate implementation or poor governance. Our efforts to secure and plan for potential disruptions of our major operating systems may not always be successful, and future disruptions could have a material adverse effect on our business, financial condition or results of operations.

We rely on our information technology environment and certain critical databases, systems, applications and services to support key product and solution offerings. We believe we have appropriate policies, processes and internal controls to ensure the stability of our information technology, provide security from unauthorized access to our systems and maintain business continuity, but our business could be subject to significant disruption, including from AI errors, and our business, financial condition or results of operations could be materially and adversely affected by unanticipated system failures, data corruption or unauthorized access to our systems.

The physical or technological infrastructure used by us or our third-party service providers can become obsolete or restrictive, unavailable, incompatible with future versions of our products, fail to be comprehensive or accurate, or fail to operate effectively, and our business could be adversely affected if we are unable to timely or effectively replace it.

We also do not have fully redundant systems for most of our smaller office locations and low-risk systems, and our disaster recovery plan does not include restoration of non-essential services. If a disruption occurs in one of our locations or systems and our personnel in those locations or those who rely on such systems are unable to utilize other systems or communicate with or travel to other locations, such persons’ ability to service and interact with our customers may suffer.

We cannot predict with certainty all of the adverse effects that could result from our failure, or the failure of a third party, to efficiently address and resolve these delays and interruptions. A disruption to our operations or infrastructure could have a material adverse effect on our business, financial condition or results of operations.

Risks Relating to Legal and Regulatory Matters

Exposure to litigation and government and regulatory proceedings, investigations and inquiries could have a material adverse effect on our business, financial condition or results of operations.

In the normal course of business, both in the U.S. and abroad, we and our subsidiaries are defendants in numerous legal proceedings or the subject of government and regulatory proceedings, investigations and inquiries, as discussed under “Business — Legal Proceedings” and we face the risk that additional proceedings, investigations and inquiries will arise in the future. These matters can encompass a wide range of claims, including those arising from our marketing and advertising activities, alleged breaches of contract, intellectual property disputes, data privacy and consumer protection.

 

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Various government and self-regulatory agencies may make inquiries and conduct investigations into our compliance with applicable laws and regulations. From time to time, we also face proceedings, investigations or inquiries related to tax matters. Enhancements to our products and solutions combined with evolving regulation requires us to continuously evaluate our regulatory and compliance obligations, and government and self-regulatory agencies may conduct investigations to determine whether our products and solutions subject us to additional regulations. Any of these proceedings, investigations or inquiries impose additional expenses on the Company, require the attention of senior management, and could ultimately result in adverse judgments, damages, fines, penalties, activity restrictions, reduced demand for our products and solutions or negative impacts on our cash flows, which could have a material adverse effect on our business, financial condition or results of operations.

In view of the uncertainty inherent in litigation, government and regulatory enforcement matters, and changing political sentiments, we cannot predict the eventual outcome of the matters we are currently facing or the timing of their resolution, or in most cases reasonably estimate what the eventual judgments or impact of activity restrictions may be. The outcome of matters that we may face in the future could have a material adverse effect on our business, financial condition or results of operations.

As litigation or the process to resolve pending matters progresses, as the case may be, we continuously review the latest information available and assess our ability to predict the outcome of such matters and the effects, if any, on our consolidated financial condition, cash flows, business and competitive position.

Risks relating to legal proceedings may be heightened in foreign jurisdictions that lack the legal protections or liability standards comparable to those that exist in the U.S. In addition, new laws and regulations may continue to be enacted that may establish lower liability standards, shift the burden of proof or relax pleading requirements, thereby increasing the risk of successful litigations against us in the U.S. and in foreign jurisdictions. These litigation risks are often difficult to assess or quantify and could have a material adverse effect on our business, financial condition or results of operations.

We may not have adequate insurance or reserves to cover these risks, and the existence and magnitude of these risks often remains unknown for substantial periods of time and could have a material adverse effect on our business, financial condition or results of operations.

Changes and increased enforcement in the global privacy, data localization, operational resilience and data protection legislative, regulatory and commercial environments in which we operate may materially and adversely impact our ability to collect, compile, use and publish data, require us to disclose information about our security environment, and could have a material adverse effect on our business, financial condition or results of operations.

We, and certain types of information we collect, compile, store, use, process, transfer, publish and/or sell, are subject to laws and regulations governing the protection of personal and sensitive information in various jurisdictions in which we operate. Further, global privacy, data localization, data maintenance, data transfer, operational resilience (e.g., the E.U. Digital Operational Resilience Act), data protection legislation, regulatory, enforcement and policy activity are rapidly and continually evolving and creating a complex regulatory compliance environment. There is also increasing public concern among certain privacy and data protection advocates, government regulators, litigators and the press regarding, and resulting increasing regulations of, privacy, data, and consumer protection issues. Certain laws and regulations to which we are subject pertain to personally identifiable information (“PII”) relating to individuals. Such laws and regulations constrain the collection, use, processing, storage, and transfer of PII, and impose other obligations with which we must comply. Costs and adaptation of our business practices to comply with evolving laws and regulations governing and restricting the processing and transfer of certain data is, and we expect will continue to be, significant. In addition, such measures, as well as any associated inquiries or investigations or any other government actions, increase our operating costs and require significant management time and attention, and may result in negative publicity and subject us to significant costs that may harm our business, including fines or damages as well as demands or orders that we modify or cease existing business practices. The risks of inadvertent disclosure of personal data can increase with the introduction of new and complex technologies, further exacerbating such risks.

 

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There has been increased public attention regarding the use and transfer of personal information and regulations intended to strengthen data protection, information security and consumer and personal privacy. The law in these areas continues to develop and the changing nature and interpretations of these laws by courts, including in jurisdictions such as the U.S. (including in an increasing number of U.S. states), the European Union (the “EU”), the People’s Republic of China and India could have a significant impact on our processing of employee, commercial, vendor, and customer data, and in turn, our business practices.

In certain instances, we move data across national borders to conduct our operations, and consequently, are subject to a variety of evolving laws and regulations regarding privacy, data protection, and data security in an increasing number of jurisdictions. Many jurisdictions have passed laws in this area, such as the U.S. Driver’s Privacy Protection Act (the “DPPA”), the FTC’s Gramm-Leach-Bliley Act (“GLBA”) Safeguard Rule, the European Union General Data Protection Regulation (the “GDPR”), the U.K. General Data Protection Regulation (“U.K. GDPR”), a version of the GDPR as implemented into the laws of the U.K., Quebec Law 25 and proposed Federal Bill C-27 in Canada, the Cybersecurity Law of the People’s Republic of China adopted in 2017, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (collectively, the “CCPA”) and the California CARS Act, and numerous other similar comprehensive state-level data privacy and security laws in other U.S. states, including Virginia, Colorado, Utah and Connecticut, and numerous other jurisdictions are considering imposing similar laws and regulations. Moreover, laws in all 50 U.S. states require businesses to provide notice under certain circumstances to consumers whose personal information has been disclosed as a result of a data breach. The Chinese government has also proposed or promulgated a number of measures and regulations in recent years regarding cybersecurity and data security, including without limitation the Cybersecurity Review Measures, the Data Security Law, the Personal Information Protection Law and the Regulations on Network Data Security Management.

These laws and regulations are wide-ranging in scope and impose numerous requirements on entities that process personal data, including requirements relating to processing sensitive data, obtaining consent of the individuals to whom the personal data relates in certain circumstances, providing information to individuals regarding data processing activities, implementing safeguards to protect the security and confidentiality of personal data, providing notification of data breaches and taking certain measures when engaging third-party processes that will have access to personal data. Compliance with applicable U.S. and foreign privacy and data protection laws and regulations is a vigorous and time-intensive process, and the costs and efforts required to adapt our business practices to comply with and implement increasing privacy and data protection requirements have been, and we except will continue to be, significant, particularly because these laws and regulations are increasing in complexity and number, sometimes change, and can conflict among the various jurisdictions in which we operate. It is possible that we could be prohibited or constrained from collecting or disseminating certain types of data or from providing certain products or solutions as a result of such laws and regulations. For example, we may not be able, or we may fail, to obtain appropriate third-party consent to collect or use certain types of data for certain purposes in our business. Moreover, if our business fails to comply with these laws or regulations, we could be subject to significant litigation and civil or criminal penalties (including monetary damages, regulatory enforcement actions or fines) in one or more jurisdictions, as well as reputational damage that could result in the loss of data, brand equity and business. For example, a failure to comply with the GDPR or U.K. GDPR could result in fines up to the greater of €20 million (or £17.5 million under the U.K. GDPR) or 4% of annual global revenues. Additionally, in the case of a DPPA violation, U.S. courts may award liquidated damages of $2,500 per individual’s personal information. Furthermore, any inquiries or investigations, or any other governmental actions, regarding our privacy and data protection practices could require significant management time and attention, and may result in negative publicity and subject us to increased costs, as well as demands or orders that we modify our existing business practices.

We devote meaningful time and financial resources to compliance with current and future applicable international and U.S. privacy, cybersecurity, data protection and related laws and regulations. We have made, and expect to continue to make, capital investments and other expenditures to enhance cybersecurity preparedness and prevent future cyber incidents and breaches, including costs associated with additional security technologies, personnel, and experts. Any such expenses that we incur in the future, which could be material, will impact our results of operations in the period in which they are incurred, but may not meaningfully limit the success of future attempts to compromise our information or information technology systems.

 

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Continued privacy and data protection concerns may result in new or amended laws and regulations. Future laws and regulations with respect to the collection, compilation, use and publication of information could result in limitations on our operations or data processing, leading to increased compliance or litigation expense and/or adverse publicity or loss of revenue, which could have a material adverse effect on our business, financial condition or results of operations. It is also possible that we could be prohibited from collecting or disseminating certain types of data, which could affect our ability to meet our customers’ needs or require changes in our processes, technologies and data management.

We are also, from time to time, subject to, or face assertions that we are subject to, additional obligations relating to personal and other data, by contract or due to assertions that self-regulatory obligations or industry standards apply to our practices. We are also subject to the terms of our privacy policies and privacy-related obligations to third parties, and could face claims or allegations that we are not in compliance with such terms, which could result in costly litigation and could have a material adverse effect on our business, financial condition or results of operations.

Future legislation, regulatory reform or policy changes, especially abrupt changes, could have a material adverse effect on our business, financial condition or results of operations.

Future legislation, regulatory reform or policy changes, such as data privacy, operational resilience and cybersecurity, tax regulations, AI and increased infrastructure spending and significant changes in trade policy (including sanctions and tariffs) could impact our business. There are currently a number of laws and regulations in jurisdictions in which we operate around the world that have recently been adopted but not yet implemented or have been proposed or are being considered to which we or our customers will or may become subject, but at this time their impact on our business and results of operations remains uncertain. Changes in legislation, regulation or policy increase the likelihood that we will fail to appropriately adapt to changes in our compliance obligations, particularly when such changes happen abruptly, such as following a change in government. Any of the foregoing changes could increase our litigation and regulatory exposure, directly impact our results of operations and cash flows, adversely affect our ability to provide our products and solutions, or adversely impact the demand for our products and solutions and could have a material adverse effect on our business, financial condition or results of operations. Such changes may also impact our business by creating increased volatility and uncertainty in the markets in which we operate. At this time, we cannot predict the scope or nature of these changes or assess what the overall effect of such potential changes could be on our results of operations or cash flows.

Our international business activities must comport with international trade restraints, including economic sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control, which could affect our ability to market and/or sell our products and solutions into certain countries where we do business. Failure to comply with these laws and regulations can result in significant fines and penalties and related material adverse effects on our reputation, business, financial condition and results of operations.

As a global company, we are subject to international trade restraints, including economic and financial sanction laws and embargoes. These laws include prohibitions or restrictions on the sale or supply of certain products and solutions to embargoed or sanctioned countries, regions, governments, persons and entities.

Embargoes and sanctions laws are changing rapidly for certain geographies, including with respect to Iran, Russia and Venezuela. These embargoes and sanctions laws have affected, and may in the future affect, our ability to continue to market and/or sell our products and solutions into these geographies and in turn adversely impact our revenue from such geographies. For example, in response to the ongoing military conflict between Russia and Ukraine, governments in the U.S., the EU, the U.K., Canada and others imposed financial and economic sanctions on certain industry segments and various parties in Russia and Belarus. Additional international trade restraints may be promulgated at any time and may require changes to our operations and increase our risk of noncompliance. Failure to comply with these laws and regulations can result in significant fines and penalties and related material adverse effects on our reputation, business, financial condition and results of operations.

 

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Risks Relating to Our Common Stock

Because there has not been any public market for our common stock, the market price and trading volume of our common stock may be volatile and you may not be able to resell your shares at or above the initial market price of our common stock following the Separation.

Prior to the Separation, there will have been no trading market for shares of our common stock. An active trading market may not develop or be sustained for our common stock after the Separation, and we cannot predict the prices at which our common stock will trade after the Separation. The market price of our common stock could fluctuate significantly due to a number of factors, many of which are beyond our control, including:

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Fluctuations in our quarterly or annual earnings results or those of other companies in our industry;

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Failures of our operating results to meet the estimates of securities analysts or the expectations of our stockholders, or changes by securities analysts in their estimates of our future earnings;

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Announcements by us or our customers, suppliers or competitors;

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Changes in market valuations or earnings of other companies in our industry;

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Changes in laws or regulations which adversely affect our industry or us;

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General economic, industry and stock market conditions;

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Future significant sales of our common stock by our stockholders or the perception in the market of such sales;

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•

Future issuances of our common stock by us; and

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The other factors described in these “Risk Factors” and elsewhere in this information statement.

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These and other factors may cause the market price and demand for our common stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have instituted securities class action litigation against the Company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business.

The trading market for our common stock may also be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analysts who cover us downgrade our stock, or if our results of operations do not meet their expectations, our stock price could decline.

A large number of our shares are or will be eligible for future sale, which may cause the market price of our common stock to decline.

Upon completion of the Separation, we estimate that we will have outstanding an aggregate of approximately       shares of our common stock (based       on shares of S&P Global common stock outstanding on            , 2026). All of those shares (other than those held by our “affiliates”) will be freely tradable without restriction or registration under the Securities Act of 1933, as amended (the “Securities Act”). Shares held by our affiliates, which include our directors and executive officers, can be sold subject to volume, manner of sale and notice provisions of Rule 144 under the Securities Act. We estimate that our directors and executive officers, who may be considered “affiliates” for purposes of Rule 144, will beneficially own approximately       shares of our common stock immediately following the Separation. We are unable to predict whether large amounts of our common stock will be sold in the open market following the Separation. We are also unable to predict whether a sufficient number of buyers will be in the market at that time. As discussed in the immediately following risk factor, certain index funds will likely be required to sell shares of our common stock that they receive in the Separation. In addition, other S&P Global

 

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stockholders may sell the shares of our common stock they receive in the Separation for various reasons. For example, such stockholders may not believe our business profile or level of market capitalization as an independent company fits their investment objectives.

Because our common stock may not be included in the Standard & Poor’s 500 Index, and it may not be included in other stock indices, significant amounts of our common stock will likely need to be sold in the open market where there may not be offsetting demand.

A portion of S&P Global’s outstanding common stock is held by index funds tied to the Standard & Poor’s 500 Index and other stock indices. Based on a review of publicly available information as of            , 2026, we believe approximately     % of S&P Global’s outstanding common stock is held by index funds. Because our common stock may not be included in the Standard & Poor’s 500 Index, and it may not be included in other stock indices at the time of the Separation, index funds currently holding shares of S&P Global common stock will likely be required to sell the shares of our common stock they receive in the Separation. There may not be sufficient buying interest to offset sales by those index funds. Accordingly, our common stock could experience a high level of volatility immediately following the Separation and, as a result, the price of our common stock could be adversely affected.

Provisions in our amended and restated certificate of incorporation and amended and restated bylaws and certain provisions of Delaware law could delay or prevent a change in control of Mobility.

The existence of certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws and Delaware law could discourage, delay or prevent a change in control of Mobility that a stockholder may consider favorable. These include provisions:

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Providing the right to our Board of Directors to issue one or more classes or series of preferred stock without stockholder approval;

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Authorizing a large number of shares of stock that are not yet issued, which would allow our Board of Directors to issue shares to persons friendly to current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of us;

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Prohibiting stockholders from taking action by written consent; and

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Establishing advance notice and other requirements for nominations of candidates for election to our Board of Directors or for proposing matters that can be acted on by stockholders at the annual stockholder meetings.

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We believe these provisions will protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirors to negotiate with our Board of Directors and by providing our Board of Directors with more time to assess any acquisition proposal. These provisions are not intended to make us immune from takeovers. However, these provisions apply even if a takeover offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that our Board of Directors determines is not in our and our stockholders’ best interests. See “Description of Capital Stock.”

Our amended and restated certificate of incorporation will designate the State of Delaware or the federal district courts of the United States as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us and limit the market price of our common stock.

Pursuant to our amended and restated certificate of incorporation, as will be in effect upon the completion of the Separation, unless we consent in writing to the selection of an alternative forum, a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal court for the District of Delaware) shall be the sole and exclusive forum for: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim for or based on a breach of a fiduciary duty owed by any of our directors or officers or other employees or agents to us or to our stockholders, including a claim alleging the aiding and abetting of such a breach of fiduciary duty; (iii) any action asserting a claim against us or any of our directors or officers or other employees or agents arising pursuant to any provision of the Delaware General Corporation Law or our certificate of incorporation

 

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or bylaws; (iv) any action asserting a claim related to or involving us that is governed by the internal affairs doctrine; or (v) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the Delaware General Corporation Law.

These exclusive forum provisions will not apply to claims arising under the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States will be the sole and exclusive forum for the resolution of any action asserting a claim arising under the Securities Act. Shareholders cannot and will not be deemed to have waived our compliance with U.S. federal securities laws and the rules and regulations thereunder.

The forum selection clause in our amended and restated certificate of incorporation may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us and limit the market price of our common stock. If a court were to find the exclusive-forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could result in costly litigation and could have a material adverse effect on our business, financial condition or results of operations.

Your percentage ownership in Mobility may be diluted in the future.

In the future, your percentage ownership in Mobility may be diluted because of equity issuances for acquisitions, strategic investments, capital market transactions or otherwise, including equity awards that we may grant to our directors, officers, employees and other service providers. Our Nominating and Compensation Committee may grant additional equity awards to our employees and other service providers after the Separation. These awards would have a dilutive effect on our earnings per share, which could adversely affect the market price of our common stock. From time to time, we may issue additional equity awards to our employees and other service providers under our employee compensation and benefit plans.

In addition, our amended and restated certificate of incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, powers, preferences and relative, participating, optional and other rights, and such qualifications, limitations or restrictions as our Board of directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock. For example, we could grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or dividend, distribution or liquidation preferences we could assign to holders of preferred stock could affect the residual value of the common stock. See “Description of Capital Stock — Preferred Stock.”

Our common stock is and will be subordinate to all of our future indebtedness and any preferred stock, and effectively subordinated to all indebtedness and preferred equity claims against our subsidiaries.

Shares of our common stock are common equity interests in us and, as such, will rank junior to all of our future indebtedness and other liabilities. Additionally, holders of our common stock may become subject to the prior dividend and liquidation rights of holders of any class or series of preferred stock that our Board of Directors may designate and issue without any action on the part of the holders of our common stock. Furthermore, our right to participate in a distribution of assets upon any of our subsidiaries’ liquidation or reorganization is subject to the prior claims of that subsidiary’s creditors and preferred stockholders.

We cannot assure you that our Board of Directors will declare dividends in the foreseeable future.

While we initially expect to return capital to shareholders through quarterly cash dividends, our Board of Directors may not declare dividends in the future or may decrease the amount of a dividend as compared to a prior period. The declaration and amount of any dividends to holders of our common stock will be at the discretion of our Board of Directors and will depend upon many factors, including our financial condition, earnings, cash flows, capital requirements of our business, covenants associated with our debt obligations, legal requirements, regulatory constraints, industry practice and any other factors the Board of Directors deems relevant. We may incur expenses or liabilities or be subject to other circumstances in the future that reduce or eliminate the amount of cash that we have available for distribution as dividends, including as a result of the risks described herein.

 

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THE SEPARATION

General

On April 29, 2025, S&P Global announced a plan to distribute to S&P Global’s stockholders all of the shares of Mobility common stock through the Separation, including the Restructuring Transactions and the Distribution. Mobility is currently a wholly owned subsidiary of S&P Global and, at the time of the Distribution, S&P Global will hold, through its subsidiaries, certain assets and liabilities associated with the Spin Business. The Separation will be achieved through the transfer of certain assets and liabilities of the Spin Business to Mobility or its subsidiaries through the Restructuring Transactions and the distribution of 100% of the outstanding shares of Mobility common stock to holders of S&P Global common stock on the record date of         , 2026 through the Distribution. At the effective time of the Distribution, S&P Global stockholders will receive         shares of Mobility common stock for every        shares of S&P Global common stock held on the record date. The Separation is expected to be completed on            , 2026. Immediately following the Separation, S&P Global stockholders as of the record date will own 100% of the outstanding shares of Mobility common stock. Following the Separation, Mobility will be an independent, publicly traded company, and S&P Global will retain no ownership interest in Mobility.

As part of the Separation, we will enter into a Separation and Distribution Agreement and several other agreements to effect the Separation and provide a framework for our relationship with S&P Global after the Separation. These agreements will provide for the allocation between us and S&P Global of the assets, liabilities and obligations of S&P Global and its subsidiaries, and will govern the relationship between Mobility and S&P Global after the Separation. In addition to the Separation and Distribution Agreement, the other principal agreements to be entered into with S&P Global include:

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Tax Matters Agreement;

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•

Transition Services Agreement;

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•

Employee Matters Agreement; and

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One or more other commercial arrangements.

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The Separation as described in this information statement is subject to the satisfaction or waiver of certain conditions. For a more detailed description of these conditions, see “— Conditions to the Distribution” below. We cannot provide any assurances that S&P Global will complete the Separation.

Reasons for the Separation

The S&P Global Board of Directors believes that separating the Spin Business from S&P Global’s other businesses is in the best interests of S&P Global and its stockholders and has concluded that the Separation will provide S&P Global and Mobility with a number of potential opportunities and benefits, including the following:

•

Strategic and Management Focus.   Permit the management team of each company to focus on its own strategic priorities with financial targets that best fit its own business and opportunities. Enable each company’s management team to better position its businesses to capitalize on developing macroeconomic trends, increase managerial focus to pursue its individual strategies and leverage its key strengths to drive performance. The management of each resulting company will be able to better concentrate on its core competencies and growth opportunities and will have increased flexibility and speed to design and implement strategies based on the characteristics of its business.

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•

Resource Allocation and Capital Deployment.   Allow each company to allocate resources, incentivize employees and deploy capital to capture the significant long-term opportunities in their respective markets. The Separation will enable each company’s management team to implement a capital structure, dividend policy and growth strategy tailored to each unique business. Both businesses are expected to have direct access to the debt and equity capital markets to fund their respective growth strategies.

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•

Investor Choice.   Provide investors, both current and prospective, with the ability to value the two companies based on their distinct business characteristics and make more targeted investment decisions

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based on those characteristics. Separating the two businesses will provide investors with a more targeted investment opportunity so that investors interested in our business will have the opportunity to acquire stock of Mobility.

•

Employee Incentives and Retention.   Enable each company to better incentivize, attract and retain key employees through the use of equity compensation. Separating the two businesses will allow each company to design stock option and similar programs that better incentivize management to enhance business performance because the stock price performance of each company will be based on the performance of its own business.

​

While a number of potential costs and risks were considered, including, among others, risks relating to the creation of a new public company, such as increased costs from operating as a separate public company, the risk of volatility in our stock price immediately following the Distribution due to sales by S&P Global’s stockholders whose investment objectives may not be met by our common stock, the time it may take for us to attract our optimal stockholder base, potential disruptions to each business, the loss of synergies and scale, increased administrative costs, one-time separation costs, the fact that each company will be less diversified following the Separation and the potential inability to realize the anticipated benefits of the Separation, it was nevertheless determined that the potential benefits of the Separation outweighed the potential costs and risks in connection therewith and provided the best opportunity to achieve the above benefits and enhance stockholder value.

The financial terms of the Separation, including the new indebtedness expected to be incurred by Mobility or entities that are, or will become, prior to the completion of the Separation, subsidiaries of Mobility, has been, or will be, determined by the S&P Global Board of Directors based on a variety of factors, including establishing an appropriate pro forma capitalization for Mobility as a stand-alone company considering the historical earnings of the Spin Business and the level of indebtedness relative to earnings of various comparable companies. All or a portion of the proceeds from the Mobility indebtedness may be distributed to S&P Global in exchange for the contribution of Mobility assets and equity.

The Number of Shares You Will Receive

For every        shares of S&P Global common stock you own as of the close of business on          , 2026, the record date for the Distribution, you will receive        shares of Mobility common stock on the Distribution Date.

Treatment of Fractional Shares

The distribution agent will not distribute any fractional shares of our common stock to S&P Global stockholders. Instead, as soon as practicable on or after the Distribution Date, the distribution agent for the Distribution will aggregate fractional shares into whole shares, sell the whole shares in the open market at prevailing prices and distribute the net cash proceeds from the sales, net of brokerage fees and commissions, transfer taxes and other costs and after making appropriate deductions of the amounts required to be withheld for U.S. federal income tax purposes, if any, pro rata to each holder who would otherwise have been entitled to receive a fractional share in the Distribution. The distribution agent will determine when, how, through which broker-dealers and at what prices to sell the aggregated fractional shares. Each registered holder of Mobility common stock entitled to a fractional share will receive a check in the cash amount deliverable in lieu of that holder’s fractional share as soon as practicable following the Distribution Date. We expect the distribution agent to take approximately two weeks after the Distribution Date to complete the distribution of cash in lieu of fractional shares to holders of Mobility common stock. If a holder holds shares through a bank, broker or other nominee, the bank, broker or nominee will receive, on the holder’s behalf, a pro rata share of the aggregate net cash proceeds of the sales. Recipients of cash in lieu of fractional shares will not be entitled to any minimum sale price for the fractional shares or to any interest on the amounts of payments made in lieu of fractional shares. The receipt of cash in lieu of fractional shares generally will be taxable to the recipient stockholders for U.S. federal income tax purposes as described below in “The Separation — Material U.S. Federal Income Tax Consequences of the Distribution — The Distribution.”

 

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When and How You Will Receive the Distribution of Mobility Shares

S&P Global will distribute the shares of our common stock on           , 2026 to holders of record as of the close of business on the record date for the Distribution. The Distribution is expected to be completed following the market closing on the Distribution Date. S&P Global’s transfer agent and registrar, Computershare, will serve as transfer agent and registrar for the Mobility common stock and as distribution agent in connection with the Distribution.

If you own S&P Global common stock as of the close of business on the record date for the Distribution, the shares of Mobility common stock that you are entitled to receive in the Distribution will be issued electronically, as of the Distribution Date, to your account as follows:

•

Registered Stockholders.   If you own your shares of S&P Global stock directly, either in book-entry form through an account at Computershare and/or if you hold paper stock certificates, you will receive your shares of Mobility common stock by way of direct registration in book-entry form. Registration in book-entry form is a method of recording stock ownership when no physical paper share certificates are issued to stockholders, as is the case in the Distribution.

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On or shortly after the Distribution Date, the distribution agent will mail to you an account statement that indicates the number of shares of Mobility common stock that have been registered in book-entry form in your name.

Stockholders having any questions concerning the mechanics of having shares of our common stock registered in book-entry form may contact Computershare at the address set forth in “Summary — Questions and Answers About the Separation” in this information statement.

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Beneficial Stockholders.   Many S&P Global stockholders hold their shares of S&P Global common stock beneficially through a bank or brokerage firm. In such cases, the bank or brokerage firm would be said to hold the stock in “street name” and ownership would be recorded on the bank or brokerage firm’s books. If you hold your S&P Global common stock through a bank or brokerage firm, your bank or brokerage firm will credit your account for the shares of Mobility common stock that you are entitled to receive in the Distribution. If you have any questions concerning the mechanics of having shares of common stock held in “street name,” we encourage you to contact your bank or brokerage firm.

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Treatment of Outstanding Equity Compensation Awards

In connection with the Separation, outstanding S&P Global equity awards will generally be equitably adjusted in a manner that is intended to preserve the aggregate intrinsic value of such awards as of immediately before and after the Distribution.

Specifically, we intend that, in connection with the Separation, (i) outstanding S&P Global equity awards held by individuals who will continue to be employed by or provide services to S&P Global as well as former S&P Global employees (including those who primarily provided services to the Spin Business) will be equitably adjusted to reflect the difference in the value of S&P Global common stock before and after the Distribution in a manner that is intended to preserve the overall intrinsic value of the awards by taking into account the relative value of S&P Global common stock before and after the Distribution, and (ii) outstanding S&P Global equity awards held by individuals who are then-currently employed by or otherwise providing services to us, or whose employment or engagement will be transferred to us in connection with and prior to the Separation, will be converted into equity awards that will be settled in shares of our common stock in a manner intended to equitably preserve the overall intrinsic value of the converted equity awards by taking into account the relative value of S&P Global common stock before the Distribution and the value of our common stock after the Distribution.

Results of the Separation

After the Separation, we will be an independent, publicly traded company that directly or indirectly holds certain assets and liabilities of the Spin Business. Immediately following the Separation, we expect to have approximately         stockholders of record, based on the number of registered stockholders of S&P

 

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Global common stock on           , 2026. We expect to have approximately        shares of Mobility common stock outstanding, based on the number of shares of S&P Global common stock outstanding on           , 2026 applying a distribution ratio of           shares of Mobility common stock for every        shares of S&P Global common stock. The actual number of shares to be distributed will be determined on the record date.

Before the completion of the Separation, we will enter into a Separation and Distribution Agreement and several other agreements with S&P Global to effect the Separation and provide a framework for our relationship with S&P Global after the Separation. These agreements will provide for the allocation of assets, liabilities and obligations subsequent to the Separation between Mobility and S&P Global (including with respect to transition services, employee matters, tax matters, intellectual property matters and certain commercial arrangements). For a more detailed description of these agreements, see “— Agreements with S&P Global” below. The Separation will not affect the number of outstanding shares of S&P Global common stock or any rights of S&P Global stockholders.

Incurrence of Debt

In connection with the Separation, we entered into a $500 million revolving credit facility and intend to issue up to $2 billion in aggregate principal amount of senior notes with terms and maturities to be determined. We intend to use a portion of the proceeds of the senior notes to (i) finance a cash payment to S&P Global as consideration for the transfer of certain assets, liabilities and entities to us, (ii) add cash to our balance sheet and for other general corporate purposes and (iii) fund fees and expenses related to the Separation. We expect that the revolving credit facility will be undrawn at the Separation.

Following the Separation, our debt obligations could restrict our business and may adversely impact our financial condition, results of operations or cash flows. In addition, the Separation may increase the overall cost of debt funding and decrease the overall debt capacity and commercial credit available to the businesses collectively. Also, our business, financial condition, results of operations and cash flows could be harmed by a deterioration of our credit profile or by factors adversely affecting the credit markets generally. See “Risk Factors — Risks Relating to the Separation — Following the Separation, we will have debt obligations that could restrict our business and adversely impact our results of operations, financial condition or cash flows. In addition, the separation of our business from S&P Global may increase the overall cost of debt funding and decrease the overall debt capacity and commercial credit available to us.”

Material U.S. Federal Income Tax Consequences of the Distribution

The following is a discussion of the material U.S. federal income tax consequences of the Distribution to U.S. Holders (as defined below) of S&P Global common stock. This discussion is based on the Code, applicable Treasury regulations, administrative interpretations and court decisions as in effect as of the date of this information statement, all of which may change, possibly with retroactive effect. For purposes of this discussion, a “U.S. Holder” is a beneficial owner of S&P Global common stock that is, for U.S. federal income tax purposes:

•

a citizen or resident of the United States;

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•

a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state therein or the District of Columbia; or

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•

an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

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This discussion addresses only the consequences of the Distribution to U.S. Holders that hold S&P Global common stock as a capital asset. It does not address all aspects of U.S. federal income taxation that may be important to a U.S. Holder in light of that shareholder’s particular circumstances or to a U.S. Holder subject to special rules, such as:

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a financial institution, regulated investment company or insurance company;

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•

a tax-exempt organization;

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•

a dealer or broker in securities, commodities or foreign currencies;

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•

a shareholder that holds S&P Global common stock as part of a hedge, appreciated financial position, straddle, conversion or other risk reduction transaction;

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a shareholder that holds S&P Global common stock in a tax-deferred account, such as an individual retirement account; or

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a shareholder that acquired S&P Global common stock pursuant to the exercise of options or similar derivative securities or otherwise as compensation.

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If a partnership, or any entity treated as a partnership for U.S. federal income tax purposes, holds S&P Global common stock, the tax treatment of a partner in such partnership generally will depend on the status of such partner and the activities of the partnership. A partner in a partnership holding S&P Global common stock should consult its tax adviser.

A U.S. Holder who acquired different blocks of S&P Global common stock at different times and at different prices generally must apply the rules described in the following sections separately to each identifiable block of shares of S&P Global common stock. A U.S. Holder who holds S&P Global common stock with differing bases or holding periods should consult its tax adviser.

This discussion of material U.S. federal income tax consequences is not a complete analysis or description of all potential U.S. federal income tax consequences of the Distribution. This discussion does not address tax consequences that may vary with, or are contingent on, individual circumstances. In addition, it does not address any U.S. federal, estate, gift or other non-income tax or any non-U.S., state or local tax consequences of the Distribution. Accordingly, each holder of S&P Global common stock should consult his, her or its tax adviser to determine the particular U.S. federal, state or local or non-U.S. income or other tax consequences of the Distribution to such holder.

Tax Opinion

The Distribution is conditioned upon the receipt of the opinion of Special Tax Counsel substantially to the effect that the Distribution, together with certain related transactions, will qualify as a “reorganization” within the meaning of Section 368(a)(1)(D) of the Code and a distribution to which Section 355 of the Code applies, in each case which is generally tax-free to S&P Global and its shareholders for U.S. federal income tax purposes, which we refer to as the “Closing Tax Opinion.” In rendering the Closing Tax Opinion, Special Tax Counsel will rely on (i) customary representations and covenants made by us and S&P Global, including those contained in certificates of officers of us and S&P Global, and (ii) specified assumptions, including an assumption regarding the completion of the Separation and certain related transactions in the manner contemplated by the transaction agreements. In addition, Special Tax Counsel’s ability to provide the Closing Tax Opinion will depend on the absence of changes in existing facts or law between the date of this information statement and the closing date of the Distribution. If any of the representations, covenants or assumptions on which Special Tax Counsel will rely is inaccurate or violated, Special Tax Counsel may not be able to provide the Closing Tax Opinion or the tax consequences of the Distribution could differ from those described below. The opinions of Special Tax Counsel do not preclude the IRS or the courts from adopting a contrary position.

The Distribution

Assuming that the Distribution, together with certain related transactions, will qualify as a “reorganization” within the meaning of Section 368(a)(1)(D) of the Code and a distribution to which Section 355 of the Code applies, in each case which is generally tax-free to S&P Global and its shareholders, and that the Restructuring Transactions generally will qualify as transactions that are tax-free for U.S. federal income tax purposes, in general, for U.S. federal income tax purposes:

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subject to limited exceptions, the Distribution, together with certain related transactions, will not result in the recognition of income, gain or loss to S&P Global or us;

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•

no gain or loss will be recognized by, and no amount will be included in the income of, U.S. Holders of S&P Global common stock upon the receipt of our common stock in the Distribution;

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•

the aggregate tax basis of the shares of our common stock distributed in the Distribution to a U.S. Holder of S&P Global common stock will be determined by allocating the aggregate tax basis such U.S. Holder has in its shares of S&P Global common stock immediately before such Distribution between such S&P Global common stock and our common stock in proportion to the relative fair market value of each immediately following the Distribution;

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•

the holding period of any shares of our common stock received by a U.S. Holder of S&P Global common stock in the Distribution will include the holding period of the shares of S&P Global common stock held by a U.S. Holder prior to the Distribution; and

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•

a U.S. Holder of S&P Global common stock that receives cash in lieu of a fractional share of our common stock will recognize capital gain or loss, measured by the difference between the cash received for such fractional share and the U.S. Holder’s tax basis in that fractional share, determined as described above, and such gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period in the S&P Global common stock is more than one year as of the closing date of the Distribution.

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In general, if the Distribution, together with certain related transactions, does not qualify as a “reorganization” within the meaning of Section 368(a)(1)(D) of the Code and a distribution to which Section 355 of the Code applies, the Distribution will be treated as a taxable dividend to holders of S&P Global common stock in an amount equal to the fair market value of our common stock received, to the extent of such holder’s ratable share of S&P Global’s earnings and profits. In addition, if the Separation does not qualify as a distribution to which Section 355 of the Code applies, S&P Global will recognize significant taxable gain, which could result in significant tax to S&P Global.

Even if the Distribution were otherwise to qualify as a distribution to which Section 355 of the Code applies, the Distribution will be taxable to S&P Global under Section 355(e) of the Code if 50% or more of either the total voting power or the total fair market value of the stock of S&P Global or our common stock is acquired as part of a plan or series of related transactions that includes the Distribution. If Section 355(e) applies as a result of such an acquisition, S&P Global would recognize taxable gain as described above, but the Distribution would generally be tax-free to U.S. Holders of S&P Global common stock for U.S. federal income tax purposes. Under some circumstances, the Tax Matters Agreement would require us to indemnify S&P Global for the tax liability associated with such taxable gain. See “— Agreements with S&P Global — Tax Matters Agreement.”

Under the Tax Matters Agreement, we will generally be required to indemnify S&P Global for the resulting taxes in the event that certain steps of the Separation fail to qualify for their intended tax treatment due to any action by us or any of our subsidiaries (see “— Agreements with S&P Global — Tax Matters Agreement”). If the Separation were to be taxable to S&P Global, the liability for payment of such tax by S&P Global or by us under the Tax Matters Agreement could have a material adverse effect on S&P Global or us, as the case may be.

Certain Reporting and Backup Withholding Requirements

U.S. Treasury regulations generally require holders who own at least 5% of the total outstanding stock of S&P Global (by vote or value) and who receive our common stock pursuant to the Distribution to attach to their U.S. federal income tax return for the year in which the Distribution occurs a detailed statement setting forth certain information relating to the tax-free nature of the Distribution. S&P Global and/or we will provide the appropriate information to each holder upon request, and each such holder is required to retain permanent records of this information. In addition, payments of cash to a U.S. Holder of S&P Global common stock in lieu of fractional shares of our common stock in the Distribution may be subject to information reporting, unless the U.S. Holder provides the withholding agent with proof of an applicable exemption. Such payments that are subject to information reporting may also be subject to backup withholding, unless such U.S. Holder provides the withholding agent with a correct taxpayer identification number and otherwise complies with the requirements of the backup withholding rules. Backup withholding does not constitute additional tax, but merely an advance payment, which may be refunded or credited against a U.S. Holder’s U.S. federal income tax liability, provided the required information is timely supplied to the IRS.

 

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Appraisal Rights

No S&P Global stockholder will have any appraisal rights in connection with the Separation.

Listing and Trading of Our Common Stock

As of the date of this information statement, there is no public market for our common stock. We have applied for listing of our common stock on the NYSE under the ticker symbol “MBGL.”

Trading Between Record Date and Distribution Date

Beginning on the record date for the Distribution and continuing up to and including the Distribution Date, we expect that there will be two markets in S&P Global common stock: a “regular-way” market and an “ex-distribution” market. Shares of S&P Global common stock that trade on the “regular-way” market will trade with an entitlement to receive shares of Mobility common stock in the Distribution. Shares that trade on the “ex-distribution” market will trade without an entitlement to receive shares of Mobility common stock in the Distribution. Therefore, if you own shares of S&P Global common stock as of the close of business on the record date for the Distribution and you sell those shares in the “regular-way” market after the close of business on the record date for the Distribution and up to and including the Distribution Date, you will be selling your right to receive shares of Mobility common stock in the Distribution. If you own shares of S&P Global common stock as of the close of business on the record date for the Distribution and sell those shares in the “ex-distribution” market after the close of business on the record date for the Distribution and up to and including the Distribution Date, you will still receive the shares of Mobility common stock that you would be entitled to receive in respect of your ownership, as of the record date, of the shares of S&P Global common stock that you sold.

Furthermore, beginning on            , 2026 and continuing up to and including the Distribution Date, we expect there will be a “when-issued” market in our common stock. “When-issued” trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. The “when-issued” trading market will be a market for shares of Mobility common stock that will be distributed to S&P Global stockholders on the Distribution Date. If you own shares of S&P Global common stock as of the close of business on the record date, you would be entitled to receive shares of our common stock in the Distribution. You may trade this entitlement to receive shares of Mobility common stock, without trading the shares of S&P Global common stock you own, in the “when-issued” market. On the first trading day following the Distribution Date, we expect “when-issued” trading with respect to Mobility common stock will end and “regular-way” trading in Mobility common stock will begin.

Conditions to the Distribution

We expect the Distribution will be effective on             , 2026, the Distribution Date, provided that, among other conditions described in the Separation and Distribution Agreement, the following conditions will have been satisfied or waived by S&P Global in its sole discretion:

•

The Separation-related restructuring and financing transactions contemplated by the Separation and Distribution Agreement will each have been completed;

​

•

The S&P Global Board of Directors will have approved the Distribution and will not have abandoned the Distribution or terminated the Separation and Distribution Agreement at any time prior to the Distribution;

​

•

Our registration statement on Form 10, of which this information statement is a part, shall have become effective under the Exchange Act, no stop order suspending the effectiveness of our registration statement on Form 10 will be in effect and no proceedings for such purpose will be pending before or threatened by the SEC, and this information statement, or a notice of Internet availability thereof, will have been mailed to the holders of S&P Global common stock as of the record date for the Distribution;

​

•

All actions and filings necessary or appropriate under applicable federal, state or other securities laws or “blue sky” laws and the rules and regulations thereunder will have been taken and, where applicable, become effective or accepted;

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•

Our common stock to be delivered in the Distribution will have been approved for listing on the NYSE, subject to official notice of issuance;

​

•

The Mobility Board of Directors, as named in this information statement, will have been duly elected or appointed, with such election or appointment, as applicable, to be effective as of the Distribution, and the amended and restated certificate of incorporation and amended and restated bylaws of Mobility, in substantially the form attached as exhibits to the registration statement of which this information statement is a part, will be in effect;

​

•

Each of the ancillary agreements contemplated by the Separation and Distribution Agreement will have been executed and delivered by the parties thereto;

​

•

S&P Global will have received the Closing Tax Opinion (which will not have been revoked or modified in any material respect), reasonably satisfactory to S&P Global, dated as of the Distribution Date (the “Tax Opinion Condition”);

​

•

No applicable law will have been adopted, promulgated or issued that prohibits the consummation of the Distribution or any of the other transactions contemplated by the Separation and Distribution Agreement;

​

•

Any material approvals and consents of governmental authorities and any material permits, registrations and consents from third parties, in each case, necessary to effect the Distribution and to permit the operation of the Spin Business after the Distribution substantially as conducted as of the date of the Separation and Distribution Agreement will have been obtained;

​

•

No event or development will have occurred or exist that, in the judgment of the S&P Global Board of Directors, in its sole and absolute discretion, makes it inadvisable to effect the Distribution or any of the other transactions contemplated by the Separation and Distribution Agreement; and

​

•

Certain necessary actions to complete the Separation will have occurred, including that S&P Global will have entered into a distribution agent agreement with a distribution agent or otherwise provided instructions to a distribution agent regarding the Distribution.

​

The fulfillment of the foregoing conditions will not create any obligations on S&P Global’s part to effect the Separation, and the S&P Global Board of Directors has reserved the right, in its sole discretion, to abandon, modify or change the terms of the Separation, including by accelerating or delaying the timing of the consummation of all or part of the Distribution, at any time prior to the Distribution.

We cannot assure you that all of the conditions will be satisfied or waived. In addition, if the Distribution is completed and the S&P Global Board waived any such condition, such waiver could have a material adverse effect on S&P Global’s and/or Mobility’s respective business, financial condition or results of operations, the trading price of Mobility common stock, or the ability of shareholders to sell their shares after the Distribution, including, without limitation, as a result of illiquid trading due to the failure of Mobility common stock to be accepted for listing or litigation relating to any preliminary or permanent injunctions sought to prevent the consummation of the Distribution. See “— Material U.S. Federal Income Tax Consequences of the Distribution — The Distribution” above for a discussion of the U.S. federal income tax consequences for S&P Global and its shareholders that may arise if S&P Global waives the Tax Opinion Condition and the Distribution is treated as a taxable transaction for U.S. federal income tax purposes.

Agreements with S&P Global

As part of the Separation, we will enter into a Separation and Distribution Agreement and several other agreements with S&P Global to effect the Separation and provide a framework for our relationship with S&P Global after the Separation. These agreements will provide for the allocation between us and S&P Global of the assets, liabilities and obligations of S&P Global and its subsidiaries, and will govern the relationships between Mobility and S&P Global subsequent to the Separation.

In addition to the Separation and Distribution Agreement (which will contain many of the key provisions related to the Separation and the distribution of our shares of common stock to S&P Global stockholders), these agreements include, among others:

 

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•

Tax Matters Agreement;

​

•

Transition Services Agreement;

​

•

Employee Matters Agreement; and

​

•

One or more other commercial arrangements.

​

The forms of the principal agreements described below are expected to be filed as exhibits to the registration statement of which this information statement forms a part. The following descriptions of these agreements are summaries of the material terms of these agreements.

The Separation and Distribution Agreement

The Separation and Distribution Agreement will govern the overall terms of the Separation. Generally, the Separation and Distribution Agreement will include S&P Global’s and our agreements relating to the restructuring steps to be taken to complete the Separation, including the assets and rights to be transferred, liabilities to be assumed and related matters.

Subject to the receipt of required governmental and other consents and approvals and the satisfaction of other closing conditions, in order to accomplish the Separation, the Separation and Distribution Agreement will provide for S&P Global and us to transfer specified assets between the companies that will operate the Spin Business after the Distribution, on the one hand, and S&P Global’s remaining businesses, on the other hand. The Separation and Distribution Agreement will require S&P Global and us to use commercially reasonable efforts to obtain consents, approvals and amendments required to assign the assets and liabilities that are to be transferred pursuant to the Separation and Distribution Agreement.

Unless otherwise provided in the Separation and Distribution Agreement or any of the related ancillary agreements, all assets will be transferred on an “as is, where is” basis. Generally, if the transfer of any assets or any claim or right or benefit arising thereunder requires a consent that will not be obtained before the Distribution, or if the transfer or assignment of any such asset or such claim or right or benefit arising thereunder would be ineffective or would adversely affect the rights of the transferor thereunder, the party retaining any asset that otherwise would have been transferred shall hold such asset for the use and benefit of the party entitled thereto and retain such liability for the account of the party by whom such liability is to be assumed, and take such other action in order to place such party, insofar as reasonably possible, in the same position as would have existed had such asset or liability been transferred prior to the Distribution.

In addition, we will also grant and receive non-exclusive licenses under certain intellectual property in connection with the Separation and Distribution Agreement, which will generally provide us and S&P Global rights to continue operating our respective businesses following the Distribution.

The Separation and Distribution Agreement will specify those conditions that must be satisfied or waived by S&P Global prior to the completion of the Separation, which are described further above in “— Conditions to the Distribution.” In addition, S&P Global will have the right to determine the date and terms of the Separation, and will have the right, at any time until completion of the Distribution, to determine to abandon or modify the Distribution and to terminate the Separation and Distribution Agreement.

In addition, the Separation and Distribution Agreement will govern the treatment of indemnification, insurance and litigation responsibility and management. Generally, the Separation and Distribution Agreement will provide for uncapped cross-indemnities principally designed to place financial responsibility for the obligations and liabilities of the Spin Business with us and financial responsibility for the obligations and liabilities of S&P Global’s retained businesses with S&P Global. The Separation and Distribution Agreement will also establish procedures for handling claims subject to indemnification and related matters.

Tax Matters Agreement

In connection with the Separation, we and S&P Global will enter into the Tax Matters Agreement, which will govern the parties’ respective rights, responsibilities and obligations with respect to taxes, including taxes arising in the ordinary course of business, and taxes, if any, incurred as a result of the failure of certain of the Restructuring Transactions, including the Distribution and certain related transactions, to

 

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qualify for tax-free treatment for U.S. federal income tax purposes. The Tax Matters Agreement will also set forth the respective obligations of the parties with respect to the filing of tax returns, the administration of tax contests and assistance and cooperation on tax matters.

In general, the Tax Matters Agreement will govern the rights and obligations that we and S&P Global have after the Separation with respect to taxes for both pre- and post-closing periods. Under the Tax Matters Agreement, S&P Global generally will be responsible for all of our pre-closing taxes that are reported on combined tax returns with S&P Global or any of its affiliates and all pre-closing non-income taxes attributable to the businesses and assets retained by S&P Global. We will generally be responsible for all of our pre-closing income taxes that are reported on tax returns that include only us and/or our subsidiaries (i.e., “separate tax returns”) and all pre-closing non-income taxes attributable to our business or assets.

In the Tax Matters Agreement, we will also agree to certain covenants that contain restrictions intended to preserve the tax-free treatment of the Separation. We may take certain actions prohibited by these covenants only if we obtain and provide to S&P Global a ruling from the IRS or an opinion from a tax adviser acceptable to S&P Global in its sole discretion, in each case, to the effect that such action will not jeopardize the tax-free treatment of these transactions, or if we obtain prior written consent of S&P Global, in its sole and absolute discretion, waiving such requirement. We will covenant not to take any action, or not to fail to take any action, where such action or failure to act adversely affects or could reasonably be expected to adversely affect the tax-free treatment of the Separation, for all relevant time periods. In addition, these covenants will include specific restrictions on our ability to:

•

cause or permit certain business combinations or transactions to occur during the two-year period following the Distribution Date (or otherwise pursuant to a “plan” within the meaning of Section 355(e) of the Code);

​

•

discontinue the active conduct of our business (within the meaning of Section 355(b)(2) of the Code) during the two-year period following the Distribution Date;

​

•

sell or otherwise issue our common stock during the two-year period following the Distribution Date, other than pursuant to issuances that satisfy certain regulatory safe harbors set forth in Treasury regulations related to stock issued to employees and retirement plans;

​

•

redeem or otherwise acquire any of our common stock, other than pursuant to open-market repurchases of less than 20% of our common stock (in the aggregate), during the two-year period following the Distribution Date;

​

•

amend our certificate of incorporation (or other organizational documents) or take any other action, whether through a shareholder vote or otherwise, affecting the voting rights of our common stock, in each case during the two-year period following the Distribution Date; and

​

•

more generally, take any action that could reasonably be expected to cause the Separation or certain of the Restructuring Transactions undertaken pursuant thereto to fail to qualify as tax-free transactions for U.S. federal income tax purposes or for non-U.S. tax purposes.

​

We will generally be required to indemnify S&P Global against any and all tax-related liabilities incurred by S&P Global or its subsidiaries relating to the Separation, including the Distribution and certain related transactions, to the extent caused by any action undertaken by us or in respect of our shares. The indemnification will apply even if S&P Global has permitted us to take an action that would otherwise have been prohibited under the tax-related covenants described above.

Transition Services Agreement

The TSA will set forth the terms on which S&P Global will provide to Mobility, on a transitional basis, certain services or functions that the companies historically have shared. The transition services will include various services or functions, including information technology, finance and human resources, generally for a period of up to 18 months following the Distribution. Mobility will be charged fees for the transition services that will be based on S&P Global’s reasonably apportioned fully-loaded overhead, administrative and supervisory costs and expenses incurred in connection with the provision of the transition services to Mobility. The TSA will provide that Mobility may, subject to certain conditions, terminate any or all of the

 

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transition services upon prior written notice to S&P Global. Mobility will indemnify S&P Global from liabilities for certain claims, including claims arising from Mobility’s breach of the TSA or from Mobility’s gross negligence, willful misconduct or fraud. S&P Global will indemnify Mobility from liabilities for claims arising from S&P Global’s breach of the TSA or from S&P Global’s gross negligence, willful misconduct or fraud. Subject to certain customary exceptions, each of S&P Global’s and Mobility’s maximum aggregate liability under the TSA will be generally limited to the fees actually paid to S&P Global under the agreement.

Employee Matters Agreement

We intend to enter into an Employee Matters Agreement with S&P Global prior to the Separation that will govern each company’s respective compensation and benefit obligations with respect to current and former employees, directors and consultants. The Employee Matters Agreement will also set forth general principles relating to employee matters in connection with the Separation, such as the assignment of employees, the assumption and retention of liabilities and related assets, expense reimbursements, workers’ compensation, leaves of absence, the provision of comparable benefits, employee service credit, the sharing of employee information and duplication or acceleration of benefits.

Commercial Arrangements

We and S&P Global will enter into a series of commercial agreements pursuant to which each party will cross license to the other party certain proprietary datasets and other content that have been historically used in each party’s respective business. Pursuant to such agreements, (i) we will provide S&P Global with a non-exclusive license to certain data for internal business purposes and derived data creation across certain S&P Global business divisions and (ii) certain S&P Global business divisions will provide us with a non-exclusive license to certain data for internal business purposes and derived data creation. These commercial agreements are generally for multiyear terms, with pricing and other terms and conditions that are customary for these types of agreements among unrelated parties, and are not material to us.

Transferability of Shares of Our Common Stock

The shares of our common stock that you will receive in the Distribution will be freely transferable, unless you are considered an “affiliate” of ours under Rule 144 under the Securities Act. Persons who can be considered our affiliates after the Separation generally include individuals or entities that directly, or indirectly through one or more intermediaries, control, are controlled by or are under common control with us, and may include certain of our officers and directors. In addition, individuals who are affiliates of S&P Global on the Distribution Date may be deemed to be affiliates of ours. We estimate that our directors and executive officers, who may be considered “affiliates” for purposes of Rule 144, will beneficially own approximately        shares of our common stock immediately following the Separation. See “Ownership of Common Stock by Certain Beneficial Owners and Management” included elsewhere in this information statement. Our affiliates may sell shares of our common stock received in the Distribution only:

•

Under a registration statement that the SEC has declared effective under the Securities Act; or

​

•

Under an exemption from registration under the Securities Act, such as the exemption afforded by Rule 144.

​

In general, under Rule 144 as currently in effect, an affiliate will be entitled to sell, within any three-month period, a number of shares of our common stock that does not exceed the greater of:

•

One percent of our common stock then outstanding; or

​

•

The average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 for the sale.

​

Rule 144 also includes notice requirements and restrictions governing the manner of sale for sales by our affiliates. Sales may not be made under Rule 144 unless certain information about us is publicly available.

Reason for Furnishing this Information Statement

This information statement is being furnished solely to provide information to S&P Global stockholders who are entitled to receive shares of our common stock in the Distribution. The information statement is

 

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not, and is not to be construed as, an inducement or encouragement to buy, hold or sell any of our securities. We believe the information contained in this information statement is accurate as of the date set forth on the cover. Changes may occur after that date and neither S&P Global nor we undertake any obligation to update such information except in the normal course of our respective public disclosure obligations.

 

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DIVIDEND POLICY

We intend to pay a quarterly dividend, in cash, at a quarterly rate initially equal to $      per share of our common stock. The declaration and amount of any dividends to holders of our common stock will be at the discretion of our Board of Directors and will depend upon many factors, including our financial condition, earnings, cash flows, capital requirements of our business, covenants associated with our debt obligations, legal requirements, regulatory constraints, industry practice and any other factors the Board of Directors deems relevant. In addition, our ability to pay cash dividends on our capital stock may be limited by the terms of any future debt or preferred securities we issue or any credit facilities we enter into.

 

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of March 31, 2026 on an actual basis as derived from our unaudited condensed combined financial statements and related notes included elsewhere in this information statement and pro forma basis to give effect to the Separation and other matters, as discussed in “The Separation.”

The pro forma adjustments are based upon available information and assumptions that management believes are reasonable; however, such adjustments are subject to change based on the finalization of the terms of the Separation and the agreements which define our relationship with S&P Global after the completion of the Separation. In addition, such adjustments are estimates and may vary materially from actual amounts recognized.

You should read the information in the following table together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Condensed Combined Financial Information” and our audited combined financial statements and the related notes included elsewhere in this information statement.

We are providing the capitalization table for informational purposes only. The capitalization table below may not reflect the capitalization or financial condition that would have resulted had we been operating as an independent, publicly traded company on March 31, 2026 and is not necessarily indicative of our future capitalization or financial condition.

We have not yet finalized our post-Distribution capitalization. We will have cash on hand in an amount to be determined at or prior to the time of the Distribution.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X under the Exchange Act and consists of unaudited pro forma condensed combined statements of income for the three months ended March 31, 2026, and the year ended December 31, 2025, an unaudited pro forma condensed combined balance sheet as of March 31, 2026 and corresponding notes thereto. The unaudited pro forma condensed combined financial information reflects adjustments to our historical unaudited condensed combined statement of income for the three months ended March 31, 2026, the historical audited combined statement of income for the year ended December 31, 2025 and our historical unaudited condensed combined balance sheet as of March 31, 2026, included elsewhere in this information statement.

The unaudited pro forma condensed combined statements of income for the three months ended March 31, 2026 and the year ended December 31, 2025 give effect to the Separation as if it had occurred on January 1, 2025, the beginning of our most recently completed fiscal year. The unaudited pro forma condensed combined balance sheet gives effect to the Separation as if it occurred as of March 31, 2026, the most recent balance sheet date in our unaudited condensed combined financial statements included elsewhere in this information statement.

The unaudited pro forma condensed combined financial information presented below should be read in conjunction with “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “The Separation,” and the unaudited condensed combined and audited combined financial statements and corresponding notes thereto included elsewhere in this information statement. For factors that could cause actual results to differ materially from those presented in the unaudited pro forma condensed combined financial information, see “Cautionary Statement Concerning Forward-Looking Statements” and “Risk Factors” included elsewhere in this information statement.

The unaudited pro forma condensed combined financial information has been prepared to reflect adjustments related to the Separation (“Transaction Accounting Adjustments”) and adjustments to the Company’s historical unaudited condensed combined and audited combined financial statements to present the unaudited pro forma condensed combined statements of income and unaudited pro forma condensed combined balance sheet as if the Company were a separate stand-alone entity (“Autonomous Entity Adjustments”). The Company’s historical combined financial information has been adjusted to give effect to the following items (collectively, the “Pro Forma Adjustments”):

•

The anticipated post-Separation capital structure, including the distribution of        shares of our common stock and the incurrence of new financing arrangements consisting of a revolving credit facility and senior notes (the “Debt Financing Transactions”), as well as any related impacts to the unaudited pro forma condensed combined statements of income;

​

•

Adjustments for differences between the historical combined balance sheet prepared on a carve-out basis and assets or liabilities expected to be transferred between the Company and S&P Global;

​

•

The impact of, and transactions contemplated by the TSA and other agreements to be entered into between the Company and S&P Global related to the Separation;

​

•

Other adjustments as described in the notes to this unaudited pro forma condensed combined financial information;

​

•

Tax impact of the adjustments described above and herein; and

​

•

Pro forma earnings per share.

​

The unaudited pro forma condensed combined financial information reflects certain adjustments that, in the opinion of management, are necessary to present fairly the unaudited pro forma condensed combined balance sheet and unaudited pro forma condensed combined statements of income of the Company as of and for the periods indicated.

The unaudited pro forma condensed combined financial information is presented for informational purposes only and does not purport to represent what the Company’s statements of income and balance sheet would have been had the Pro Forma Adjustments occurred on the dates indicated, or to project the

 

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Company’s financial performance for any future period. The unaudited pro forma condensed combined financial information is based on information and assumptions which are described in the accompanying notes. These amounts are estimates and the final amounts could differ materially from these estimates.

The historical unaudited condensed combined financial statements as of and for the three months ended March 31, 2026 and the historical audited combined financial statements for the year ended December 31, 2025, which were the basis for the unaudited pro forma condensed combined financial information, were prepared on a carve-out basis as the Company did not operate as a stand-alone entity for the periods presented. Accordingly, such financial information reflects an allocation of certain corporate costs, such as executive management, finance, legal, information technology, human resources, corporate initiatives, and other shared services that are either specifically identifiable or clearly applicable. See Note 1 — Basis of Presentation and Significant Accounting Policies and Note 10 — Related Party Transactions and Parent Company Investment to the audited combined financial statements and Note 1 — Overview and Basis of Presentation and Note 9 — Related Party Transactions and Parent Company Investment to the unaudited condensed combined financial statements included elsewhere in this information statement for further information on the allocation of corporate costs.

We expect to experience changes in our ongoing cost structure when we become an independent, publicly traded company. Following the Separation, the Company will bear all corporate overhead and support costs. The costs to operate our business as an independent public entity are expected to vary from the historical allocations, including corporate and administrative charges from S&P Global for the three months ended March 31, 2026, and the year ended December 31, 2025, reflected in the accompanying historical combined financial statements included elsewhere within this information statement. The accompanying unaudited pro forma condensed combined financial information is not adjusted for these expenses as many of the costs are estimates based on projections and are not quantifiable at this time. Such costs principally relate to areas that include, but are not limited to:

•

General corporate employee expenses as a result the Company operating on a stand-alone basis;

​

•

Professional fees associated with internal and external audits including compliance with Sarbanes-Oxley Act of 2002, tax, legal, and other services;

​

•

Anticipated executive compensation costs related to existing and new executive management; and

​

•

Investor relations costs and fees for preparing and distributing periodic filings with the SEC.

​

All costs with respect to the Separation incurred prior to the Separation will be borne and paid by S&P Global. Such amounts are expected to include financial advisor fees (other than fees and expenses in connection with the debt financing), third-party legal and accounting fees, and similar costs. All costs with respect to the Separation incurred after the transaction closes will be borne and paid by us. In addition, we will bear responsibility for all other services provided to or for the benefit of us, whether provided before or after the Separation unless otherwise agreed between S&P Global and the Company.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
For the Three Months Ended March 31, 2026

 

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
Year Ended December 31, 2025

 

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of March 31, 2026