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As filed with the Securities and Exchange Commission on November 12, 2026

Registration No. 333-

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Mobility Global Inc.

(Exact Name of Registrant as Specified in Its Charter)

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(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

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(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

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Copies to:

Roshni Banker Cariello

Arisa A. Sin

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

(212) 450-4000

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Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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SUBJECT TO COMPLETION, DATED NOVEMBER 12, 2026

PROSPECTUS

Offers to Exchange the Registered Notes Set Forth Below

That Have Been Registered Under the Securities Act of 1933, as amended,

for Any and All of Our Outstanding Unregistered Notes

Set Forth Opposite the Corresponding Registered Notes

Mobility Global Inc. (“Mobility Global”) is offering to exchange: (i) new registered 5.050% Senior Notes due 2029 (the “2029 Exchange Notes”) for its outstanding unregistered 5.050% Senior Notes due 2029 (the “2029 Original Notes”), (ii) new registered 5.450% Senior Notes due 2031 (the “2031 Exchange Notes”) for its outstanding unregistered 5.450% Senior Notes due 2031 (the “2031 Original Notes”), and (iii) new registered 6.050% Senior Notes due 2036 (the “2036 Exchange Notes” and, together with the 2029 Exchange Notes and 2031 Exchange Notes, the “Exchange Notes”) for its outstanding unregistered 6.050% Senior Notes due 2036 (the “2036 Original Notes” and, together with the 2029 Original Notes and 2031 Original Notes, the “Original Notes”). The Original Notes and the Exchange Notes are sometimes referred to in this prospectus together as the “Notes.” The terms of the Exchange Notes are substantially identical to the terms of the Original Notes, except that the Exchange Notes are registered under the Securities Act of 1933, as amended (the “Securities Act”), and the transfer restrictions and registration rights and related special interest provisions applicable to the Original Notes do not apply to the Exchange Notes. The Original Notes are, and the Exchange Notes will be, unsecured and will rank equally with all of our unsecured and unsubordinated indebtedness.

The Original Notes may only be tendered in an amount equal to $2,000 in principal amount and in multiples of $1,000 thereafter. Interest on the Exchange Notes will accrue from the most recent date to which interest on the Original Notes has been paid (December 15, 2026), and will be payable semi-annually in arrears on June 15 and December 15, commencing on June 15, 2027. We will deem the right to receive any interest accrued but unpaid on the Original Notes waived by you if we accept your Original Notes for exchange. Accordingly, holders whose tenders are accepted for exchange will not receive any payment in respect of accrued interest on such Original Notes, unless the record date for any such interest payment occurs before the completion of the Exchange Offers. We refer to these offers as the “Exchange Offers.” For a more detailed description of the Exchange Notes, see “Description of the Exchange Notes.”

We are not asking you for a proxy and you are requested not to send us a proxy. You do not have dissenters’ rights of appraisal in connection with the Exchange Offers. See “The Exchange Offers – Absence of Dissenters’ Rights of Appraisal.”

No public market currently exists for the Original Notes and we cannot assure you that any public market for the Exchange Notes will develop. The Exchange Notes will not be listed on any national securities exchange.

Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offers will be deemed to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Original Notes where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities.

We have agreed that, for a period of 180 days after the Expiration Date (as defined herein), we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution” below.

Holders may withdraw their tendered Original Notes at any time at or prior to the Expiration Date (as defined below) of the Exchange Offers. The Exchange Offers will expire at 11:59 p.m., New York City time, on     , 2026, unless extended or earlier terminated by us (such date, as the same may be extended or earlier terminated with respect to the Exchange Notes, the “Expiration Date”). The Exchange Offers are subject to customary conditions discussed under “The Exchange Offers – Conditions to the Exchange Offers.”

Investing in the Exchange Notes involves risks. See “Risk Factors” beginning on page 15 of this prospectus, to read about factors you should consider before investing in the Exchange Notes.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated       , 2026.

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TABLE OF CONTENTS

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About This Prospectus

No person has been authorized to give any information or any representation concerning us or the Exchange Offers (other than as contained in this prospectus) and we take no responsibility for, nor can we provide any assurance as to the reliability of, any other information that others may give you. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus.

In making an investment decision, prospective investors must rely on their own examination of us, and the terms of the Exchange Offers, including the merits and risks involved. Prospective investors should not construe anything in this prospectus as legal, business or tax advice. Each prospective investor should consult its own advisors as needed to make its investment decision and to determine whether it is legally permitted to participate in the Exchange Offers and to invest in the Exchange Notes under applicable legal investment or similar laws or regulations.

No letter of transmittal will be used in connection with the Exchange Offers, and there are no guaranteed delivery provisions provided for in conjunction with the Exchange Offers under the terms of this prospectus. Tendering holders must tender their Original Notes in accordance with the procedures set forth under “The Exchange Offers – Procedures for Tendering Original Notes.”

This prospectus contains summaries believed to be accurate with respect to certain documents, but reference is made to the actual documents for complete information. All such summaries are qualified in their entirety by such reference. See “Where You Can Find More Information.”

Market and Industry Data

This prospectus 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 prospectus). 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 prospectus. 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.

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 prospectus are the property of their respective holders. Solely for convenience, the trademarks and trade names in this prospectus 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.

Non-GAAP Financial Measures

In addition to our results provided throughout this prospectus that are in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), we use Adjusted EBITDA, Adjusted EBITDA margin and Free cash flow, which are non-GAAP financial measures, in this prospectus. Adjusted EBITDA, 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 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 and Free cash flow should be read in conjunction with our audited combined financial statements, unaudited condensed financial statements and accompanying notes included elsewhere in this prospectus, “Summary — Summary Combined Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Unaudited Pro Forma Condensed Financial Information.”

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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.

Note Regarding the Use of Certain Terms

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

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Special Note Regarding Forward-Looking Statements

We have included in this prospectus statements that may constitute “forward- looking statements.” In some cases, you can identify these statements by forward-looking words such as “could,” “intend,” “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “would” 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, we are under no duty to update any of these forward-looking statements after the date of this prospectus to conform our prior statements to actual results or revised expectations.

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Where You Can Find More Information

This registration statement contains exhibits and other information that are not contained in this prospectus. Our descriptions in this prospectus of the provisions of documents filed as exhibits to the registration statement or otherwise filed with the SEC are only summaries of the documents’ material terms. If you want a complete description of the content of the documents, you should obtain the documents by following the procedures described below.

We are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us, which can be accessed at http:// www.sec.gov.

We have not authorized anyone to provide any information other than that contained in this prospectus, in any prospectus supplement, in any free writing prospectus prepared by or on behalf of us or to which we have referred you and in material we file with the SEC. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus, any prospectus supplement, any free writing prospectus and our filings with the SEC is accurate as of any date other than their respective dates.

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Summary

This summary provides an overview of selected information. Because this is only a summary, it may not contain all of the information that may be important to you in understanding the Exchange Offers. You should carefully read this entire prospectus, including the section entitled “Risk Factors,” “Special Note Regarding Forward-Looking Statements,” “Unaudited Pro Forma Condensed Financial Information,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our audited combined financial statements and unaudited condensed financial statements included elsewhere in this prospectus, before making an investment decision to participate in the Exchange Offers. See the sections of this prospectus entitled “Where You Can Find More Information.”

Our Company

Mobility Global is a leading global provider of automotive data, insights, and technology solutions, serving a diverse client base across the entire automotive value chain. Our offerings are designed to empower Original Equipment Manufacturers (“OEMs”) suppliers, dealerships, finance and insurance (“F&I”) firms, and aftermarket businesses with critical data, solutions, and insights to anticipate market changes, optimize operations, and make informed decisions across the entire vehicle and consumer lifecycles.

Our core business is structured around two key segments:

CARFAX

Our CARFAX segment is comprised of our CARFAX business line. CARFAX is a premier consumer brand that offers unparalleled vehicle history, valuation, and ownership information, fostering confidence and transparency for millions of consumers and facilitating informed decisions for over 40,000 dealer customers as of December 31, 2025. Segment revenue is primarily driven by the number of dealer locations enrolled in dealer subscription products (Advantage, Car Listings, and CARFAX For Life), the average monthly price per location on each product, and the number of Banking & Insurance Group customers and their average monthly price per customer.

We expect to continue growing our product suite through cross product adoption and by launching new products. Our brand investment is a key enabler of this growth. Continued investment in the CARFAX brand increases consumer trust and awareness, generates direct leads to our listings platform, and expands our Car Care audience. Strong consumer recognition also reinforces credibility with dealers and supports pricing power and retention across our product suite. We also expect to expand our geographic presence across Canada and Europe through new product introductions, a consumer-led model and strategic investments.

B2B

Our B2B segment comprises two business lines: Sales Solutions and Planning Solutions. Our B2B segment delivers mission-critical data, analytics, and workflow tools that connect OEMs, dealer groups, suppliers, and adjacent stakeholders, helping them plan products, optimize pricing and incentives, and activate marketing with enterprise-grade accuracy. It is a predominantly subscription business with strong retention and broad penetration, differentiated by a unique data estate (registration/ownership, pricing and incentives, vehicle identification number (“VIN”)/specs, global forecasts, and supply chain/technology mapping) and solutions increasingly embedded in customer workflows. While mostly recurring, B2B also includes selective transactional elements (for example, marketing campaigns, VIN pulls, and Recall outreach) and is scaling new platform capabilities to drive upsell and margin expansion. The segment served 100% of the top 40 global carmakers, 94% of the top 100 automotive suppliers, and 100% of the top 10 investment banks as of December 31, 2025, according to internal data.

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Mobility Global’s principal executive offices are located at 5860 Trinity Parkway, Suite 600, Centreville, Virginia 20120. Mobility Global’s telephone number is (703) 934-2664. The address of our website is www.mobilityglobal.com. The information on, or accessible through, our website is not part of this prospectus.

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Summary Risk Factors

We are subject to a number of risks, including risks related to the Exchange Offers. The following list of risk factors is not exhaustive. Please read “Risk Factors” carefully for a more thorough description of these and other risks.

Risks Relating to Our Business

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Risks Relating to Mobility Global’s Relationship with S&P Global

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Risks Relating to the Exchange Offers

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Summary Combined Financial and Other Data

The following summary combined financial data of the Company should be read in conjunction with the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited combined financial statements and unaudited condensed financial statements and notes thereto included elsewhere in this prospectus. The combined statements of income data for the years ended December 31, 2025, 2024 and 2023, and the combined balance sheet data as of December 31, 2025 and 2024 are derived from the audited combined financial statements of the Company included elsewhere in this prospectus, and should be read in conjunction with those combined financial statements and notes thereto. The condensed statements of income data for the nine months ended September 30, 2026 and 2025, and the condensed balance sheet data as of September 30, 2026 are derived from the unaudited condensed financial statements of the Company included elsewhere in this prospectus, and should be read in conjunction with those combined financial statements and notes thereto. The summary financial data in this section are not intended to replace our combined financial statements and related notes appearing at the end of this prospectus.

The following tables summarize our results of operations for the periods presented:

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Non-GAAP Financial Measures:

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The Exchange Offers

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The Exchange Notes

The following summary contains basic information about the Exchange Notes. It does not contain all of the information that may be important to you. For a more complete description of the terms of the Exchange Notes, see “Description of the Exchange Notes.”

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Risk Factors

Any investment in the Exchange Notes involves a high degree of risk, including but not limited to the risks described below. The risks and uncertainties described below are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of the following risks actually occur, our business, financial condition and results of operations could suffer. As a result, the trading price of the Exchange Notes could decline, perhaps significantly, and you could lose all or part of your investment. The risks discussed below also include forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements. See “Special Note Regarding Forward-Looking Statements.”

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.

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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 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 Sales Solutions 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 Planning Solutions 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 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.

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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 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.

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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.

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 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

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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 their 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.

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.

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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 in 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 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 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.

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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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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 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, which 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.

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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 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.

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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 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 our recently completed 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 recently completed 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 increase 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.

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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 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 parties’ 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.

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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 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 condition or results of operations. While we have

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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.

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.

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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 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.

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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.

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 require 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.

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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.

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

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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.

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.

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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.

Risks Relating to Mobility Global’s Relationship with S&P Global

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 our completed Separation from S&P Global, 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:

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 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 financial information included in this prospectus 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

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information included in this prospectus is not necessarily indicative of our future results of operations, financial condition or cash flows primarily because of the following factors:

We based the pro forma adjustments included in this prospectus 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 financial information included in this prospectus 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 financial information does not reflect what our results of operations, financial condition or cash flows would have been as an independent public company and is not necessarily indicative of our future financial condition or future results of operations.

Please refer to “Unaudited Pro Forma Condensed 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 prospectus.

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 relationship with S&P Global have changed 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 entered into a Separation and Distribution Agreement and certain other commercial arrangements with S&P Global pursuant to which S&P Global continues to provide to us, on an ongoing basis, certain functions and services that the companies have historically shared. S&P Global may not successfully execute its obligations to us under these arrangements, and any interruption in the functions or services that are 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.

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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.

Prior to the Separation, S&P Global performed many important corporate functions for us, including executive management, finance, legal, information technology, human resources and other shared services. The cost of these services was 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 continues to provide some of these services to us on a transitional basis, generally for a period of up to 18 months, pursuant to a Transition Services Agreement that we entered into with S&P Global. 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 Transition Services Agreement. Any interruption in these services could have a material adverse effect on our business, financial condition or results of operations.

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 continue to 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.

Prior to the Separation, we were not directly subject to the reporting and other requirements of the Exchange Act. Following the effectiveness of our Registration Statement on Form 10, we became directly subject to such reporting and other obligations under the Exchange Act and the rules of the NYSE. As an independent public company, we are 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 now place significant demands on our management and our administrative and operational resources, including accounting resources, and we 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 has resulted 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

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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 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.

In connection with the Separation, S&P Global has agreed to indemnify us for certain liabilities, and we have agreed to 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 has been 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 agreed to indemnify us for certain liabilities, and we agreed to indemnify S&P Global for certain liabilities. 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.

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 were required to obtain our own insurance policies upon completion of the Distribution. Although we 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 maintain 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 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 incurred $2 billion of new debt upon the issuance of our Original Notes. This level of debt could have significant consequences on our future operations, including:

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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. The indenture governing our Original Notes contains certain covenants that, among other things, limit the ability of us and our subsidiaries to create liens and enter into sale and leaseback transactions and limit our ability to consolidate, merge or sell, and transfer or lease all or substantially all of our assets. Our credit agreement also contains certain affirmative and negative covenants customary for financings of this type that, among other things, limit our and our subsidiaries’ ability to merge and/or dispose of all, substantially all or a substantial portion of our assets, incur additional subsidiary indebtedness and incur certain liens. In addition, the credit agreement requires that we maintain a total net leverage ratio of not greater than 3.50 to 1.00 with, at our election and subject to certain customary conditions, a step-up to 4.00 to 1.00 for the four fiscal quarters ending immediately following a qualifying material acquisition (including the fiscal quarter that such qualifying material acquisition was consummated). 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.

Transfer or assignment to us of some contracts and other assets requires 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 requires the consent of a third party to the transfer or assignment. Similarly, in some circumstances, we are joint beneficiaries of contracts, and 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 most of these contract assignments and new agreements were obtained prior to the Separation, we may not be able to obtain all required consents or enter into all such new agreements, as applicable, in the future. 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 were allocated to us as part of the Separation. In addition, where we did not obtain consent from third-party counterparties based on our belief that no consent was required, the third-party counterparties may challenge the transaction on the basis that the terms of the applicable commercial arrangements required 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 have been or will be procured or put in place, as applicable. Consequently, we may not realize certain of the benefits that were allocated to us as part of the Separation.

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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, some of our directors and executive officers 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 between the companies post-Separation.

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

The agreements entered into with S&P Global in connection with the Separation were negotiated while we were still part of S&P Global’s business. Accordingly, during the period in which the terms of those agreements were 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 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.

If certain of the Restructuring Transactions and/or the Distribution, together with certain related transactions, did 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 was intended that the Distribution, together with certain related transactions, would 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 was conditioned upon the receipt of the opinion of tax counsel to the effect that such transactions would qualify for this intended tax treatment, which opinion was received by S&P Global at the time of the Distribution. The opinion relied 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. In addition, it was intended that the certain of the Restructuring Transactions would 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 entered into in connection with the Separation.

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 was intended that the Distribution, together with certain related transactions, would 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 would 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 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

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we may ultimately have an indemnity obligation under the Tax Matters Agreement. In the event that 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 are subject to significant restrictions on our actions following the Separation in order to avoid triggering significant tax-related liabilities.

The Tax Matters Agreement generally prohibits 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:

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 are 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 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 the Exchange Offers

Our board of directors has not made a recommendation as to whether you should tender your Original Notes in exchange for Exchange Notes in the Exchange Offers, and we have not obtained a third-party determination that the Exchange Offers are fair to holders of our Original Notes.

Our board of directors has not made, and will not make, any recommendation as to whether holders of Original Notes should tender their Original Notes in exchange for Exchange Notes pursuant to the Exchange Offers. We have not retained, and do not intend to retain, any unaffiliated representative to act solely on behalf of the holders of the Original Notes for purposes of negotiating the terms of the Exchange Offers, or preparing a report or making any recommendation concerning the fairness of the Exchange Offers. Therefore, if you tender your Original Notes, you may not receive more than or as much value as if you chose to keep them. Holders of Original Notes must make their own independent decisions regarding their participation in the Exchange Offers.

The Exchange Offers may be cancelled or delayed.

The consummation of the Exchange Offers is subject to, and conditional upon, the satisfaction or waiver of the conditions discussed under “The Exchange Offers – Conditions to the Exchange Offers.” We may, at our option and in our sole discretion, waive any such conditions. Even if the Exchange Offers are completed, the Exchange Offers may not be completed on the schedule described in this prospectus. Accordingly, holders participating in the Exchange Offers may have to wait longer than expected to receive their Exchange Notes, during which time those holders of the Original Notes will not be able to effect transfers of their Original Notes tendered for exchange.

If you fail to exchange your Original Notes, they will continue to be restricted securities and may become less liquid.

Original Notes that you do not tender or that we do not accept will, following the Exchange Offers, continue to be restricted securities, and you may not offer to sell them except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities law. We will issue Exchange Notes in exchange for the Original Notes pursuant to the Exchange Offers only following the satisfaction of the procedures and conditions set forth in “The Exchange Offers – Conditions to the Exchange Offers” and “The Exchange Offers – Procedures for Tendering Original Notes.” These procedures and conditions include timely receipt by the Exchange Agent of confirmation of book-entry transfer of such Original Notes and of an agent’s message from DTC. Therefore, holders of the Original Notes desiring to tender such Original Notes in exchange for Exchange Notes should allow sufficient time to ensure timely delivery. Additionally, we are under no duty to give notification of defects or irregularities of tenders of Original Notes for exchange.

Because we anticipate that most holders of Original Notes will elect to exchange their Original Notes, we expect that the liquidity of the market for any Original Notes remaining after the completion of the Exchange Offers will be substantially limited. Any Original Notes tendered and exchanged in the Exchange Offers will reduce the aggregate principal amount of the Original Notes outstanding. Following the Exchange Offers, if you do not tender your Original Notes, you generally will not have any further registration rights, and your Original Notes will continue to be subject to certain transfer restrictions. Accordingly, the liquidity of the market for the Original Notes could be adversely affected.

If an active trading market does not develop for the Exchange Notes, you may be unable to sell the Exchange Notes or to sell them at a price you deem sufficient.

The Exchange Notes are a new issue of securities for which there is currently no public trading market. We do not intend to list the Exchange Notes on any national securities exchange. Accordingly, there can be no assurances that an active trading market will develop upon completion of the Exchange Offers or, if it develops, that such market will be sustained, or as to the liquidity of any market. If an active trading market does not develop or is not sustained, the market price and the liquidity of the Exchange Notes may be adversely affected. In addition, the liquidity of the trading market for the Exchange Notes, if it develops, and the market price quoted for the Exchange Notes, may be adversely affected by changes in the overall market for those securities and by changes in our financial performance or prospects or in the prospects for companies in our industry generally.

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We may repurchase any Original Notes that are not accepted for purchase and exchange in the Exchange Offers in future transactions on terms that are more favorable to the holders of the Original Notes than the terms of the Exchange Offers.

We may, from time to time after completion of the Exchange Offers, purchase additional Original Notes in the open market, in privately negotiated transactions, through tender offers, exchange offers or otherwise. Any future purchases or exchanges may be on the same terms or on terms that are more or less favorable to holders of Original Notes than the terms of the Exchange Offers. Any future purchases or exchanges by us will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) we may choose to pursue in the future.

Some noteholders may be required to comply with the registration and prospectus delivery requirements of the Securities Act.

If you exchange your Original Notes in the Exchange Offers for the purpose of participating in a distribution of the Exchange Notes, you may be deemed to have received restricted securities and, if so, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. In addition, any broker-dealer who holds Original Notes acquired for its own account as a result of market-making activities or other trading activities and who receives Exchange Notes in exchange for such Original Notes pursuant to the Exchange Offers may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes. Our obligation to keep the registration statement of which this prospectus forms a part effective is limited. Accordingly, we cannot guarantee that a current prospectus will be available at all times to broker-dealers wishing to resell their Exchange Notes.

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Use of Proceeds

The Exchange Offers are intended to satisfy our obligations under the Registration Rights Agreement entered into in connection with the issuance of the Original Notes. We will not receive any cash proceeds from the issuance of the Exchange Notes in the Exchange Offers. The Original Notes surrendered and exchanged for the Exchange Notes will be retired and canceled.

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The Exchange Offers

Purpose of the Exchange Offers

We are offering to exchange our 5.050% Senior Notes due 2029 (the “2029 Exchange Notes”), our 5.450% Senior Notes due 2031 (the “2031 Exchange Notes”), and our 6.050% Senior Notes due 2036 (the “2036 Exchange Notes”), which have each been registered under the Securities Act and which we refer to collectively as the “Exchange Notes,” for our outstanding 5.050% Senior Notes due 2029 (the “2029 Original Notes”), our outstanding 5.450% Senior Notes due 2031 (the “2031 Original Notes”), and our outstanding 6.050% Senior Notes due 2036 (the “2036 Original Notes”), which have not been so registered and which we refer to collectively as the “Original Notes.” We refer to these exchange offers as the “Exchange Offers.”

On May 29, 2026, Mobility Global issued the $650 million aggregate principal amount of the 2029 Original Notes, $650 million aggregate principal amount of the 2031 Original Notes, and $700 million aggregate principal amount of the 2036 Original Notes. The Original Notes were sold in private placements to qualified institutional buyers in accordance with Rule 144A under the Securities Act and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. The proceeds of the Original Notes were held in escrow pending completion of our Separation from S&P Global Inc., and such proceeds were released from escrow on June 30, 2026 in connection with the Separation.

In connection with the issuance of the Original Notes, Mobility Global entered into the Registration Rights Agreement, with Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and BofA Securities, Inc., as representatives of the several initial purchasers for the issuance of the Original Notes, whom we refer to collectively as the “Initial Purchasers.” Under the Registration Rights Agreement, we agreed to file and to use our commercially reasonable efforts to have declared effective the exchange offer registration statement under the Securities Act and to consummate the Exchange Offers.

We are making the Exchange Offers in reliance on the position of the SEC as set forth in Exxon Capital Holdings Corporation and similar no-action letters. However, we have not sought our own no-action letter. Based upon these interpretations by the SEC, we believe that a holder of Exchange Notes who is not our “affiliate” within the meaning of Rule 405 of the Securities Act and who exchanges Original Notes for Exchange Notes in the Exchange Offers generally may offer the Exchange Notes for resale, sell the Exchange Notes and otherwise transfer the Exchange Notes without further registration under the Securities Act and without delivery of a prospectus that satisfies the requirements of Section 10 of the Securities Act. This does not apply, however, to a holder who is our “affiliate” within the meaning of Rule 405 of the Securities Act. We also believe that a holder may offer, sell or transfer the Exchange Notes only if the holder acknowledges that the holder is acquiring the Exchange Notes in the ordinary course of its business and is not participating, does not intend to participate and has no arrangement or understanding with any person to participate in a distribution of the Exchange Notes.

Any holder of the Original Notes using the Exchange Offers to participate in a distribution of Exchange Notes cannot rely on the no-action letters referred to above. Any broker-dealer who holds Original Notes acquired for its own account as a result of market-making activities or other trading activities and who receives Exchange Notes in exchange for such Original Notes pursuant to the Exchange Offers may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes. See “Plan of Distribution.” You may not participate in the Exchange Offers if you are a broker-dealer tendering Original Notes that you acquired directly from us for your own account.

Except as set forth in this prospectus, this prospectus may not be used for an offer to resell, resale or other transfer of Exchange Notes.

The Exchange Offers are not being made to, nor will we accept tenders for exchange from, holders of Original Notes in any jurisdiction in which the Exchange Offers or the acceptance of them would not be in compliance with the securities or blue sky laws of such jurisdiction.

Each broker-dealer that receives Exchange Notes for its own account in exchange for Original Notes, where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, shall be deemed to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Original Notes where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the Expiration Date (as defined

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herein), we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution” below.

Resale of Exchange Notes

We have not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offers and, to the best of our information and belief, each person that will participate in the Exchange Offers will acquire the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange Offers.

Based upon the position of the staff of the SEC as described in previous no-action letters and subject to the immediately following sentence, we believe that Exchange Notes issued pursuant to the Exchange Offers in exchange for Original Notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that you will be deemed to acknowledge in writing at the time of the consummation of the Exchange Offers that:

However, any purchaser of Exchange Notes who is an affiliate of ours or who intends to participate in the Exchange Offers for the purpose of distributing the Exchange Notes (i) will not be able to rely on the interpretations of the SEC staff set forth in the above-mentioned no-action letters, (ii) will not be entitled to tender its Original Notes in the Exchange Offers and (iii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the Exchange Notes unless such sale or transfer is made pursuant to an exemption from such requirements.

With regard to broker-dealers, any broker-dealer who holds any Original Notes acquired for its own account as a result of market-making activities or other trading activities may participate in the Exchange Offers so long as the broker-dealer has not entered into any arrangement or understanding with us or an affiliate of ours to distribute the Exchange Notes.

Any broker-dealer who holds Original Notes acquired for its own account as a result of market-making activities or other trading activities and who receives Exchange Notes in exchange for such Original Notes pursuant to the Exchange Offers may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes.

Terms of the Exchange Offers

Based on the terms and subject to the conditions of the Exchange Offers, we will accept any and all Original Notes validly tendered prior to 11:59 p.m., New York City time, on the Expiration Date for the Exchange Offers.

Subject to the minimum denomination requirements of the Exchange Notes, we will issue $1,000 principal amount of Exchange Notes in exchange for each $1,000 principal amount of outstanding Original Notes validly tendered pursuant to the Exchange Offers on or before the Expiration Date and not validly withdrawn. Holders may tender some or all of the Original Notes pursuant to the Exchange Offers. However, Original Notes may be tendered only in minimum denominations of $2,000 and multiples of $1,000 thereafter. Promptly after the Expiration Date (unless extended as described in this prospectus), we will issue an aggregate principal amount of up to (i) $650,000,000 of 2029 Exchange Notes for a like principal amount of outstanding 2029 Original Notes, (ii) $650,000,000 of 2031 Exchange Notes for a like principal amount of outstanding 2031 Original Notes, and (iii) $700,000,000 of 2036 Exchange Notes for a like principal amount of outstanding 2036 Original Notes tendered and accepted in connection with the Exchange Offers. The Exchange Notes issued in connection with the Exchange Offers will be delivered promptly after the Expiration Date.

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The terms of the Exchange Notes will be substantially identical to the terms of the Original Notes, except that:

The Exchange Notes will evidence the same debt as the Original Notes and will be issued under the same indenture and be entitled to the same benefits under that indenture as the Original Notes being exchanged. As of the date of this prospectus, $2 billion in aggregate principal amount of the Original Notes is outstanding.

In connection with the issuance of the Original Notes, we arranged for the Original Notes purchased by qualified institutional buyers and those sold in reliance on Regulation S under the Securities Act to be issued and transferable in book-entry form through the facilities of DTC, acting as depositary. Exchange Notes will be issued in the form of one or more global notes registered in the name of DTC or its nominee and each beneficial owner’s interest in it will be transferable in book-entry form through DTC.

Holders of Original Notes do not have any appraisal or dissenters’ rights in connection with the Exchange Offers. Original Notes that are not tendered for exchange or are tendered but not accepted in connection with the Exchange Offers will remain outstanding and be entitled to the benefits of our Indenture (as defined below), but certain registration and other rights under the Registration Rights Agreements will terminate and holders of the Original Notes will generally not be entitled to any registration rights under the Registration Rights Agreements. See “– Consequences of Failure to Properly Tender Original Notes in the Exchange Offers.”

We shall be considered to have accepted validly tendered Original Notes if and when we have given oral (to be followed by prompt written notice) or written notice to the Exchange Agent. The Exchange Agent will act as agent for the tendering holders for the purposes of receiving the Exchange Notes from us. In acting as Exchange Agent, The Bank of New York Mellon Trust Company, N.A. will perform only ministerial functions and will have no duties or obligations other than those expressly set forth in the exchange agent agreement between it and Mobility Global. The Exchange Agent makes no recommendation as to whether holders should tender their Original Notes, has not reviewed or passed upon the accuracy or adequacy of this prospectus, and will not be responsible for any determination as to the validity, form, eligibility or acceptance of any tender.

If any tendered Original Notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events described in this prospectus or otherwise, we will return the Original Notes, without expense, to the tendering holder promptly after the Expiration Date for the Exchange Offers.

Holders who tender Original Notes will not be required to pay brokerage commissions or fees or transfer taxes on exchange of Original Notes in connection with the Exchange Offers, except as described under “– Fees and Expenses” and “–Transfer Taxes.”

Expiration Date; Extension; Termination; Amendment

The Expiration Date for the Exchange Offers is 11:59 p.m., New York City time, on      , 2026, unless extended by us in our sole discretion, in which case the term “Expiration Date” shall mean the latest date and time to which the Exchange Offers are extended with respect to the Exchange Notes.

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Subject to applicable law, we reserve the right, in our sole discretion:

If we amend the Exchange Offers in a manner that we consider material, we will disclose such amendment by means of a prospectus supplement, and we will extend the Exchange Offers for a period of five to ten business days.

If we determine to extend, amend or terminate the Exchange Offers, we will publicly announce this determination by making a timely release through an appropriate news agency.

If we delay accepting any Original Notes or terminate the Exchange Offers, we promptly will pay the consideration offered, or return any Original Notes deposited, pursuant to the Exchange Offers as required by Rule 14e-1(c).

Interest on the Exchange Notes

The Exchange Notes will bear interest at the rate of (i) 5.050% per annum in the case of the 2029 Exchange Notes, (ii) 5.450% per annum in the case of the 2031 Exchange Notes, and (iii) 6.050% per annum in the case of the 2036 Exchange Notes, from the most recent date to which interest on the Original Notes has been paid (December 15, 2026). Interest will be payable semiannually in arrears on June 15 and December 15 of each year, commencing on June 15, 2027.

Conditions to the Exchange Offers

Notwithstanding any other provisions of the Exchange Offers, or any extension of the Exchange Offers, we will not be required to accept for exchange, or to exchange any Exchange Notes for, any Original Notes and we may terminate the Exchange Offers or, at our option, modify, extend or otherwise amend the Exchange Offers, if any of the following conditions are not satisfied at or prior to the Expiration Date:

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We expressly reserve the right to amend or terminate the Exchange Offers and to reject for exchange any Original Notes not previously accepted for exchange, upon the occurrence of any of the conditions of the Exchange Offers specified above. We will give oral or written notice (with any oral notice to be promptly confirmed in writing) of any amendment, non-acceptance, termination or waiver to the Exchange Agent as promptly as practicable, followed by a timely press release.

These conditions are for our sole benefit and, except as set forth below, may be waived by us, in whole or in part in our sole discretion. Any determination made by us concerning these events, developments or circumstances shall be conclusive and binding. We may, at our option and in our sole discretion, waive any such conditions except for the condition that the registration statement of which this prospectus forms a part is not subject to a stop order or any proceedings for that purpose.

All conditions to the Exchange Offers must be satisfied or, where permitted, waived at or by the Expiration Date. In addition, we may in our absolute discretion, subject to applicable law, terminate the Exchange Offers for any other reason.

If any of the foregoing conditions are not satisfied, we may, at any time at or prior to the Expiration Date:

Effect of Tender

Any tender by a holder, and our subsequent acceptance of that tender, of Original Notes will constitute a binding agreement between that holder and us upon the terms and subject to the conditions of the Exchange Offers described in this prospectus. The participation in the Exchange Offers by a tendering holder of Original Notes will constitute the agreement by that holder to deliver good and marketable title to the tendered Original Notes, free and clear of any and all liens, restrictions, charges, pledges, security interests, encumbrances or rights of any kind of third parties.

Absence of Dissenters’ Rights of Appraisal

Holders of the Original Notes do not have any dissenters’ rights of appraisal in connection with the Exchange Offers.

Procedures for Tendering Original Notes

If you hold Original Notes and wish to have those notes exchanged for Exchange Notes, you must validly tender (or cause the valid tender of) your Original Notes using the procedures described in this prospectus.

The procedures by which you may tender or cause to be tendered Original Notes will depend upon the manner in which you hold the Original Notes, as described below.

If you are a beneficial owner which holds Original Notes through Euroclear or Clearstream Luxembourg and wish to tender your Original Notes, you must instruct Euroclear or Clearstream Luxembourg, as the case may be, to block the account in respect of the tendered Original Notes in accordance with the procedures established by Euroclear or Clearstream Luxembourg. You are encouraged to contact Euroclear and Clearstream Luxembourg directly to ascertain their procedure for tendering Original Notes.

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Original Notes Held with DTC by a DTC Participant

Pursuant to authority granted by DTC, if you are a DTC participant that has Original Notes credited to your DTC account and thereby held of record by DTC’s nominee, you may directly tender your Original Notes as if you were the record holder. Accordingly, references herein to record holders include DTC participants with Original Notes credited to their accounts. Promptly after the date of this prospectus, the Exchange Agent will establish accounts with respect to the Original Notes at DTC for purposes of the Exchange Offers.

Tenders of Original Notes will be accepted only in minimum denominations of $2,000 and multiples of $1,000 thereafter. No alternative, conditional or contingent tenders will be accepted. Holders who tender less than all of their Original Notes must continue to hold Original Notes in at least the minimum authorized denomination of $2,000 principal amount.

Any DTC participant may tender Original Notes by effecting a book-entry transfer of the Original Notes to be tendered in the Exchange Offers into the account of the Exchange Agent at DTC and electronically transmitting its acceptance of the Exchange Offers through DTC’s ATOP procedures for transfer before the Expiration Date of the Exchange Offers. No letter of transmittal will be used in connection with the Exchange Offers. The valid electronic transmission of acceptance through ATOP shall constitute delivery of Original Notes in connection with the Exchange Offers.

DTC will verify each acceptance transmitted to it, execute a book-entry delivery to the Exchange Agent’s account at DTC and send an agent’s message to the Exchange Agent. An “agent’s message” is a message, transmitted by DTC to and received by the Exchange Agent and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgement from a DTC participant tendering Original Notes that the participant has received and agrees to be bound by the terms of the Exchange Offers and that Mobility Global may enforce the agreement against the participant. DTC participants following this procedure should allow sufficient time for completion of the ATOP procedures prior to the Expiration Date of the Exchange Offers.

An agent’s message, and any other required documents, must be transmitted to and received by the Exchange Agent prior to the Expiration Date of the Exchange Offers at one of its addresses set forth on the back cover page of this prospectus. Delivery of these documents to Mobility Global or DTC does not constitute delivery to the Exchange Agent.

Original Notes Held Through a Nominee by a Beneficial Owner

Currently, all of the Original Notes are held in book-entry form and can only be tendered by following the procedures described under “– Procedures for Tendering Original Notes – Original Notes Held with DTC by a DTC Participant.” However, any beneficial owner whose Original Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct it to tender on the owner’s behalf if it wishes to participate in the Exchange Offers. You should keep in mind that your intermediary may require you to take action with respect to the Exchange Offers a number of days before the Expiration Date in order for such entity to tender Original Notes on your behalf at or prior to the Expiration Date in accordance with the terms of the Exchange Offers.

Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadlines for participation in the Exchange Offers. Accordingly, beneficial owners wishing to participate in the Exchange Offers should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the Exchange Offers.

Representations, Warranties, Acknowledgements and Undertakings

By tendering Original Notes through the submission of an electronic acceptance instruction in accordance with the requirements of ATOP, a tendering holder of Original Notes:

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Mobility Global has agreed that, subject to the provisions of the Registration Rights Agreement, dated as of May 29, 2026, the prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer who acquired the Original Notes for its own account as a result of market making or other trading activities (a “participating broker-dealer”) in connection with resales of Exchange Notes received in exchange for Original Notes, where such Original Notes were acquired by such participating broker-dealer for its own account as a result of market-making activities or other trading activities, for a period ending 180 days after the Expiration Date or, if earlier, when all such Exchange Notes have been disposed of by such participating broker-dealer. In that regard, each participating broker-dealer, by tendering such Original Notes through the submission of an electronic acceptance instruction in accordance with the requirements of ATOP, agrees that, upon receipt of notice from Mobility Global of the occurrence of any event or the discovery of any fact which makes any statement contained in the prospectus untrue in any material respect or which causes the prospectus to omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, or of the occurrence of certain other events specified in the Registration Rights Agreement, such participating broker-dealer will suspend the sale of Exchange Notes pursuant to the prospectus until Mobility Global has amended or supplemented the prospectus to correct such misstatement or omission and has furnished copies of the amended or

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supplemented prospectus to the participating broker-dealer or Mobility Global has given notice that the sale of the Exchange Notes may be resumed, as the case may be. If Mobility Global gives such notice to suspend the sale of the Exchange Notes, it shall extend the 180-day period referred to above during which participating broker-dealers are entitled to use the prospectus in connection with the resale of Exchange Notes by the number of days during the period from and including the date of the giving of such notice to and including the date when participating broker-dealers shall have received copies of the supplemented or amended prospectus necessary to permit resales of the Exchange Notes or to and including the date on which Mobility Global has given notice that the sale of Exchange Notes may be resumed, as the case may be.

By tendering Original Notes through the submission of an electronic acceptance instruction in accordance with the requirements of ATOP, a tendering holder of Original Notes also acknowledges that the Exchange Offers are being made by Mobility Global based upon Mobility Global’s understanding of an interpretation by the staff of the SEC as set forth in no-action letters issued to third parties, that the Exchange Notes issued in exchange for the Original Notes pursuant to the Exchange Offers may be offered for resale, resold and otherwise transferred by holders thereof, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that: (1) such holders are not affiliates of Mobility Global within the meaning of Rule 405 under the Securities Act; (2) such Exchange Notes are acquired in the ordinary course of such holders’ business; (3) such holders are not engaged in, and do not intend to engage in, a distribution of such Exchange Notes and have no arrangement or understanding with any person to participate in the distribution of such Exchange Notes and (4) such holders are not broker-dealers tendering Original Notes that have been acquired from Mobility Global for their own account. However, the staff of the SEC has not considered the Exchange Offers in the context of a no-action letter, and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offers as in other circumstances. If a holder of Original Notes is an affiliate of Mobility Global, acquires the Exchange Notes other than in the ordinary course of such holder’s business or is engaged in or intends to engage in a distribution of the Exchange Notes or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offers, such holder could not rely on the applicable interpretations of the staff of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction.

No alternative, conditional, irregular or contingent tenders will be accepted. By tendering Original Notes through the submission of an electronic acceptance instruction in accordance with the requirements of ATOP, the tendering holders of Original Notes waive any right to receive any notice of the acceptance for exchange of their Original Notes.

Miscellaneous

All questions as to the validity, form, eligibility, including time of receipt, and acceptance and withdrawal of tendered Original Notes will be determined by us in our absolute discretion, which determination will be final and binding. We reserve the absolute right to reject any and all tendered Original Notes determined by us not to be in proper form or not to be tendered properly or any tendered Original Notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive, in our absolute discretion, any defects, irregularities or conditions of tender as to particular Original Notes, whether or not waived in the case of other Original Notes. Our interpretation of the terms and conditions of the Exchange Offers will be final and binding on all parties.

Unless waived, any defects or irregularities in connection with tenders of Original Notes must be cured within the time we determine. Although we intend to notify holders of defects or irregularities with respect to tenders of Original Notes, none of we, the Exchange Agent or any other person will be under any duty to give that notification or shall incur any liability for failure to give that notification. Tenders of Original Notes will not be deemed to have been made until any defects or irregularities therein have been cured or waived.

In addition, we reserve the right, as set forth above under the caption “– Conditions to the Exchange Offers,” to terminate the Exchange Offers. By tendering, each holder represents and acknowledges to us, among other things, that:

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No letter of transmittal will be used in connection with the Exchange Offers. The valid electronic transmission of acceptance through ATOP shall constitute delivery of Original Notes in connection with the Exchange Offers. There are no guaranteed delivery procedures for the Exchange Offers.

Withdrawal of Tenders

Tenders of Original Notes in the Exchange Offers may be validly withdrawn at any time prior to the Expiration Date.

Beneficial owners desiring to withdraw a tender of Original Notes previously tendered through the ATOP procedures should contact the DTC participant through which they hold their Original Notes. In order to withdraw Original Notes previously tendered, a DTC participant may, prior to the Expiration Date of the Exchange Offers, withdraw its instruction previously transmitted through ATOP by withdrawing its acceptance through ATOP.

Withdrawal of tenders of Original Notes may not be rescinded, and any Original Notes validly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Exchange Offers. Validly withdrawn Original Notes may, however, be re-tendered by again following one of the procedures described in “– Procedures for Tendering Original Notes” at or prior to the Expiration Date.

Exchange Agent

The Bank of New York Mellon Trust Company, N.A. will be appointed as Exchange Agent in connection with the Exchange Offers. Questions and requests for assistance, as well as requests for additional copies of this prospectus, should be directed to the Exchange Agent at its offices at: The Bank of New York Mellon Trust Company, N.A., as Exchange Agent, c/o BNY Mellon, Corporate Trust Operations-Reorganization Unit, 500 Ross Street, Suite 625, Pittsburgh, PA, 15262, Attention: (Raman) Uthandaraman K, Telephone Number: (615) 381-1464. The Exchange Agent’s e-mail address is CT_REORG_UNIT_INQUIRIES@bny.com.

Fees and Expenses

We will not make any payment to brokers, dealers or others soliciting acceptances of the Exchange Offers. We will pay certain other expenses to be incurred in connection with the Exchange Offers, including the fees and expenses of the Exchange Agent and certain accounting and legal fees.

Transfer Taxes

You will not be obligated to pay any transfer taxes in connection with the tender of Original Notes in the Exchange Offers unless you instruct us to issue Exchange Notes, or request that Original Notes not tendered or accepted in the Exchange Offers be returned, to a person other than the tendering holder. In those cases, you will be responsible for the payment of any applicable transfer taxes.

Accounting Treatment

The Exchange Notes will be recorded at the same carrying value as the Original Notes as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the completion of the Exchange Offers. Payments made to other third parties will be expensed as incurred in accordance with GAAP.

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Consequences of Failure to Properly Tender Original Notes in the Exchange Offers

Issuance of the Exchange Notes in exchange for the Original Notes under the Exchange Offers will be made only after timely receipt by the Exchange Agent of an agent’s message from DTC through ATOP and confirmation of book-entry transfer of such Original Notes, and all other required documents. Therefore, holders of the Original Notes desiring to tender such Original Notes in exchange for Exchange Notes should allow sufficient time to ensure timely delivery. We are under no duty to give notification of defects or irregularities of tenders of Original Notes for exchange. Original Notes that are not tendered or that are tendered but not accepted by us will, following completion of the Exchange Offers, continue to be subject to the existing restrictions upon transfer thereof under the Securities Act, and, upon completion of the Exchange Offers, certain registration rights under the Registration Rights Agreement will terminate.

In the event the Exchange Offers are completed, we generally will not be required to register the remaining Original Notes. Remaining Original Notes will continue to be subject to the following restrictions on transfer:

We do not currently anticipate that we will register the remaining Original Notes under the Securities Act. To the extent that Original Notes are tendered and accepted in connection with the Exchange Offers, any trading market for remaining Original Notes could be adversely affected. See “Risk Factors – Risks Relating to Participation in the Exchange Offers – If you fail to exchange your Original Notes, they will continue to be restricted securities and may become less liquid.”

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Unaudited Pro Forma Condensed Financial Information

The following unaudited pro forma condensed financial information was prepared in accordance with Article 11 of Regulation S-X under the Exchange Act and consists of unaudited pro forma condensed statements of operations for the nine months ended September 30, 2026, and the year ended December 31, 2025. The unaudited pro forma condensed financial information reflects adjustments to our historical unaudited condensed combined statement of income for the nine months ended September 30, 2026, and the historical audited combined statement of income for the year ended December 31, 2025.

The unaudited pro forma condensed statements of operations for the nine months ended September 30, 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 financial information presented below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the unaudited condensed and audited combined financial statements and corresponding notes thereto included elsewhere in this prospectus. For factors that could cause actual results to differ materially from those presented in the unaudited pro forma condensed financial information, see “Cautionary Statement Concerning Forward-Looking Statements” and “Risk Factors” included elsewhere in this prospectus.

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

The unaudited pro forma condensed financial information is presented for informational purposes only and does not purport to represent what the Company’s statements of operations would have been had the Pro Forma Adjustments occurred on the dates indicated, or to project the Company’s financial performance for any future period. The unaudited pro forma condensed 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 for the nine months ended September 30, 2026, which includes the combined results of the Company’s businesses for the six months ended June 30, 2026 prepared on a carve-out basis, and the historical audited combined financial statements for the year ended December 31, 2025, which were prepared on a carve-out basis, were the basis for the unaudited pro forma condensed financial information. 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 2 — Summary of Significant Accounting Policies and Note 11 – Related Party

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Transactions and Former Parent Investment to the unaudited condensed financial statements included elsewhere in this information statement for further information on the allocation of corporate costs.

Following the Separation, the Company bore all corporate overhead and support costs. The costs to operate our business as an independent public entity differ from the historical allocations, including corporate and administrative charges from S&P Global for the nine months ended September 30, 2026, and the year ended December 31, 2025, reflected in the accompanying historical combined financial statements included elsewhere within this information statement. Such costs principally relate to areas that include, but are not limited to:

All costs with respect to the Separation incurred prior to the Separation were 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 closed were borne and paid by us. In addition, we 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 STATEMENT OF INCOME

For the Nine Months Ended September 30, 2026