mbgl-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 10-Q

___________________________________

(Mark One)


x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026


o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-43276

___________________________________

Mobility Global Inc.

(Exact name of registrant as specified in its charter)

___________________________________


Delaware	39-4621962
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5860 Trinity Parkway, Suite 600 Centreville, VA 20120
(Address of Principal Executive Offices)

(703) 934-2664

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	MBGL	New York Stock Exchange

As of July 1, 2026, there were 294,821,320 shares of common stock of the registrant outstanding.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),

and (2) has been subject to such filing requirements for the past 90 days. Yes o No x

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant

to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant

was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting

company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting

company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	x	Smaller reporting company	o

		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

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Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q may contain forward-looking statements. In some cases, you can identify these

statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,”

“believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable

terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may

include projections, forecasts or assumptions of our future financial performance, our anticipated growth strategies and

anticipated trends in our business. These statements are only predictions based on our current expectations and projections

about future events. There are important factors that could cause our actual results, level of activity, performance or

achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by

the forward-looking statements, including the numerous risks set forth under Item 1A, “Risk Factors,” in the Company’s

Registration Statement on Form 10 filed with the SEC on May 27, 2026, as amended (the “Registration Statement”).

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, the Company is not under any duty to update any of these forward-looking statements to conform our prior

statements to actual results or revised expectations.

Note Regarding The Use of Certain Terms

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

•“We,” “us,” “our,” “Company” and “Mobility Global,” unless the context otherwise requires, refer to Mobility

Global Inc., the entity that after the Distribution holds, directly or indirectly through its subsidiaries, certain assets

and liabilities associated with the Spin Business, as defined below. Where appropriate in the context, the

foregoing terms also include the subsidiaries of this entity; these terms may be used to describe the Spin Business

prior to completion of the Separation.

•The “Spin Business” refers to the business of S&P Global and its subsidiaries with respect to providing analytics,

marketing, planning solutions, reports, forecasts and vehicle history data for the automotive sector, which, prior to

the Separation, operated under the S&P Global Mobility division.

•Except where the context otherwise requires, the term “S&P Global” refers to S&P Global Inc., the entity that

owned Mobility Global prior to the Separation and that after the Separation is a separately traded public company

consisting of its remaining operations.

•The term “Distribution” refers to the transaction in which S&P Global distributed 100% of the shares of Mobility

Global common stock owned by S&P Global to stockholders of S&P Global as of June 15, 2026, the record date.

•The term “Restructuring Transactions” refers to the series of transactions which resulted in certain assets,

liabilities and legal entities comprising the Spin Business being owned directly, or indirectly through its

subsidiaries, by Mobility Global.

•Except where the context otherwise requires, the term “Separation” refers to the separation of the Spin Business

from S&P Global and the creation of an independent, publicly traded company, Mobility Global, through (1) the

Restructuring Transactions and (2) the Distribution.

•The term “Distribution Date” refers to July 1, 2026, the date on which the Distribution occurred.

See accompanying Notes to the Condensed Combined Financial Statements

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MOBILITY GLOBAL INC.

CONDENSED COMBINED BALANCE SHEETS

(Unaudited)


(in millions)	June 30, 2026	December 31, 2025

ASSETS
Current assets:
Cash and cash equivalents	$186	$38
Due from related parties – current	17	8
Accounts receivable, net of allowance for doubtful accounts: 2026 – $2; 2025 – $2	216	203
Prepaid and other current assets	47	32
Total current assets	466	281
Property and equipment, net of accumulated depreciation: 2026 – $84; 2025 – $81	18	19
Right of use assets	33	16
Goodwill	8,845	8,845
Other intangible assets, net	3,640	3,789
Other non-current assets	58	45
Total assets	$13,060	$12,995
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$63	$56
Due to related parties – current	—	19
Accrued compensation and contributions to retirement plans	41	64
Unearned revenue	102	78
Other current liabilities	42	45
Total current liabilities	248	262
Long-term debt	1,981	—
Operating lease liabilities	27	11
Deferred tax liability, net	967	1,006
Due to related parties – non-current	—	230
Other non-current liabilities	2	1
Total liabilities	3,225	1,510
Commitments and Contingencies (Note 8)
Equity:
Parent company investment	9,833	11,489
Accumulated other comprehensive income (loss)	2	(4)
Total equity	9,835	11,485
Total liabilities and equity	$13,060	$12,995

See accompanying Notes to the Condensed Combined Financial Statements

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MOBILITY GLOBAL INC.

CONDENSED COMBINED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six Months Ended June 30,
(in millions)	2026	2025
Operating Activities:
Net income	$108	$123
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	7	7
Amortization of intangibles	148	148
Provision for losses on accounts receivable	2	2
Deferred income taxes	(38)	(43)
Stock-based compensation	9	9
Other	(1)	—
Changes in operating assets and liabilities, net:
Accounts receivable	(16)	(4)
Due from related parties	(8)	2
Prepaid and other current assets	(15)	(4)
Accounts payable and accrued expenses	(26)	(25)
Due to related parties	(19)	12
Unearned revenue	25	20
Other current liabilities	11	—
Net change in other assets and liabilities	2	(14)
Cash provided by operating activities	189	233
Investing Activities:
Capital expenditures	(12)	(8)
Purchases of equity investments	(3)	(3)
Cash used for investing activities	(15)	(11)
Financing Activities:
Proceeds from issuance of Senior Notes	1,986	—
Net transfers to Parent	(2,011)	(190)
Payments related to loan from related parties	—	(18)
Contingent consideration payments	—	(2)
Cash used for financing activities	(25)	(210)
Effect of exchange rate changes on cash	(1)	1
Net change in cash and cash equivalents	148	13
Cash and cash equivalents at beginning of period	38	27
Cash and cash equivalents at end of period	$186	$40
Supplemental non-cash disclosures:
Consolidation of Canada Carfax Loan	$230	$—
Accrued debt issuance costs	$5	$—

See accompanying Notes to the Condensed Combined Financial Statements

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MOBILITY GLOBAL INC.

CONDENSED COMBINED STATEMENTS OF EQUITY

(Unaudited)


(in millions)	Parent Company Investment	Accumulated Other Comprehensive Income (Loss)	Total Equity
Balance as of December 31, 2025	$11,489	$(4)	11,485
Comprehensive income, net of tax	55	1	56
Net increase in Parent company investment	42	—	42
Balance as of March 31, 2026	$11,586	$(3)	$11,583
Comprehensive income, net of tax	53	5	58
Net decrease in Parent company investment	(1,806)	—	(1,806)
Balance as of June 30, 2026	$9,833	$2	$9,835


(in millions)	Parent Company Investment	Accumulated Other Comprehensive Income (Loss)	Total Equity
Balance as of December 31, 2024	$11,680	$3	11,683
Comprehensive income (loss), net of tax	58	(1)	57
Net decrease in Parent company investment	(44)	—	(44)
Balance as of March 31, 2025	$11,694	$2	$11,696
Comprehensive income, net of tax	65	(7)	58
Net decrease in Parent company investment	(137)	—	(137)
Balance as of June 30, 2025	$11,622	$(5)	$11,617

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NOTES TO THE CONDENSED COMBINED FINANCIAL STATEMENTS

(Unaudited)

1. Overview

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, consumers, 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. As of June 30, 2026, Mobility Global was wholly owned by

S&P Global and primarily represented the Mobility segment of S&P Global.

After the Separation, the Company operates through two reportable segments: CARFAX and Business-to-Business

(“B2B”).

•CARFAX — provides consumers, dealers, car service providers, and F&I with trusted vehicle history, valuations,

listings, and service reminders — using a vast proprietary data estate and brand to help consumers buy the right car

at the right price, sell confidently, and maintain their vehicles, while helping dealers build shopper confidence,

convert more leads and drive service loyalty; and

•B2B — delivers mission-critical data, forecasts, and sales & marketing solutions to OEMs, suppliers, dealers, and

F&I — powering product planning, supply-chain and technology decisions, market analytics, pricing and incentives,

and targeted customer activation.

2. Summary of Significant Accounting Policies

Basis of Presentation

Throughout the periods included in these condensed combined financial statements, Mobility Global operated as part

of S&P Global. The condensed combined financial statements have been prepared on a carve-out basis and are derived

from the consolidated financial statements and accounting records of S&P Global. The condensed combined financial

statements reflect our financial position, results of operations and cash flows as we were historically managed, in

conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the

rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The Company believes these condensed

combined financial statements reflect all adjustments, including normal recurring adjustments, that are necessary for a fair

statement of financial position, results of operations and cash flows for the interim periods shown. The results for the

interim periods are not necessarily indicative of results for the full year.

All revenues and costs, as well as assets and liabilities, directly associated with the business activity of the Company

are recorded in these financial statements. The condensed combined financial statements include certain assets and

liabilities that have historically been held at the S&P Global corporate level but are specifically identifiable or otherwise

attributable to us. The condensed combined financial statements also include allocations of certain expenses from S&P

Global’s corporate functions to the Company. The allocations were recorded on the basis of direct usage when identifiable,

with the remainder allocated on a pro-rata basis of combined revenue, headcount, or other measures of the Company or

S&P Global. Management believes the assumptions underlying the condensed combined financial statements, including the

assumptions regarding allocating general corporate expenses, are reasonable; however, the amounts are not necessarily

representative of the amounts that would have been reflected in the financial statements had the Company historically

operated independently of S&P Global. Related party transactions are discussed further in Note 9 — Related Party

Transactions and Parent Company Investment.

On June 26, 2026, in anticipation of the Separation, the Company completed the Restructuring Transactions through

a legal entity reorganization. For the period ending June 30, 2026, this reorganization resulted in the inclusion in Mobility

Global of all the operating entities that formed the historical Mobility business of S&P Global, which were included in the

Company’s 2025 historical carve-out financial statements.

On July 1, 2026, S&P Global completed the Separation of Mobility Global by means of a tax-free, pro-rata

distribution of 100% of common stock of Mobility Global to S&P Global’s existing shareholders as of June 15, 2026 (the

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“Distribution”), and the transfer of certain assets and liabilities of the Spin Business to Mobility Global. Effective July 1,

2026, Mobility Global became an independent, publicly traded company listed under the stock symbol “MBGL” on the

New York Stock Exchange and will report on a consolidated stand-alone basis for subsequent periods. See Note 10 —

Subsequent Events for additional information regarding the Separation.

S&P Global’s net investment in the Company has been presented as a component of equity in the condensed

combined financial statements. Distributions made by S&P Global to the Company or to S&P Global from the Company

are recorded as transfers from and to S&P Global, and the net amount is presented on the condensed combined statements

of cash flows as “Net transfers to Parent”.

Cash balances legally owned by Mobility Global are reflected in the condensed combined financial statements. S&P

Global has historically used a centralized approach to cash management and financing of its operations. These

arrangements are not reflective of the manner in which the Company would have financed its operations had it been a

stand-alone business separate from S&P Global during the periods for which the cash pooling arrangements were in place.

During the first quarter of 2026, the Company ceased its participation in S&P Global’s cash pooling arrangements. Cash

related to cash pooling arrangements has not been included in the condensed combined financial statements. These

amounts have instead been reported as a component of “Parent company investment”.

All significant intercompany transactions within Mobility Global have been eliminated. As a result of the

Restructuring Transactions, and in anticipation of the Separation, all balances with S&P Global have been settled, with the

exception of revenues from Mobility Global customers remitted to S&P Global that are owed to Mobility Global which are

reflected in Due from related parties – current on the combined consolidated balance sheets as of June 30, 2026. The total

net effect of the settlement of these transactions is reflected in the condensed combined statements of cash flow in Net

transfer to Parent as a financing activity and in the condensed combined balance sheets as Parent company investment.

Certain other historical intercompany transactions between S&P Global and the Company have been classified as related

party, rather than Parent company investment, in the condensed combined financial statements as they were historically

settled in cash.

The condensed combined financial statements may not be indicative of future performance and do not necessarily

reflect what the condensed combined statements of income, balance sheets and statements of cash flows would have been

had the Company operated as a stand-alone business during the periods presented. Actual costs that would have been

incurred if the Company had operated as a stand-alone company would depend on multiple factors, including

organizational structure and strategic decisions made in various areas, including information technology and infrastructure.

The Company is unable to quantify the amounts that it would have recorded during the historical periods on a stand-alone

basis as it is not practicable to do so. The accompanying condensed combined financial statements and the related notes

should be read in conjunction with the Company’s audited combined financial statements and related notes included within

the Company’s Registration Statement on Form 10 filed with the SEC on May 27, 2026, as amended (the “Registration

Statement”).

Fair Value and Financial Instruments

Certain assets and liabilities are required to be recorded at fair value and classified within a fair value hierarchy based

on inputs used when measuring fair value. The Company’s other financial instruments, including cash and cash

equivalents, are recorded at cost, which approximated fair value because of the short-term maturity and highly liquid nature

of these instruments.

Unearned Revenue & Remaining Performance Obligations

We record unearned revenue when cash payments are received in advance of our performance. The increase in the

unearned revenue balance at June 30, 2026 compared to December 31, 2025 is primarily driven by cash payments received

in advance of satisfying our performance obligations, offset by $60 million of revenues recognized that were included in

the unearned revenue balance at the beginning of the period.

Remaining performance obligations represent the transaction price of contracts for work that has not yet been

performed. As of June 30, 2026, the aggregate amount of the transaction price allocated to remaining performance

obligations was $102 million. We expect to recognize the majority of revenue on the remaining performance obligations

over the next 12 months.

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Recently Issued or Adopted Accounting Pronouncements

In September of 2025, the Financial Accounting Standards Board (“FASB”) issued accounting guidance which

removes references to prescriptive software development stages and includes an updated framework for capitalizing

internal software costs. This guidance is effective for annual reporting periods beginning after December 15, 2027, and

interim reporting periods within those annual reporting periods, and early adoption is permitted. We are currently

evaluating the impact of this guidance on the Company’s disclosures.

In November of 2024, the FASB issued accounting guidance which requires that an entity disclose, in the notes to

financial statements, additional information about specific expense categories. The amendments in this update are effective

for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after

December 15, 2027. We are currently evaluating the impact of this guidance on the Company’s disclosures.

3. Earnings Per Share

Earnings per share was calculated as follows:


	Three Months Ended June 30,		Six Months Ended June 30,
(in millions, except share and per share data)	2026	2025	2026	2025
Net income	$53	$65	$108	$123
Weighted-average shares of common stock outstanding – basic and diluted (1)	294,821,320	294,821,320	294,821,320	294,821,320
Income per share - basic and diluted	$0.18	$0.22	$0.37	$0.42

(1)The total number of shares issued and outstanding as of June 30, 2026 totaled 294,821,320, which was used to calculate both basic and diluted

earnings per share for the three and six months ended June 30, 2026 and 2025. Issued and outstanding shares as of June 30, 2026 were based on

S&P Global’s common stock outstanding as of June 15, 2026 and on the basis of a distribution ratio of one share of Mobility Global common stock

for every share of S&P Global’s common stock. There were no shares outstanding as of June 30, 2025.

4. Debt

The Company’s outstanding debt obligations consisted of the following:


(in millions)	June 30, 2026	December 31, 2025
5.050% Senior notes due 2029	$650	$—
5.450% Senior notes due 2031	650	—
6.050% Senior notes due 2036	700	—
Less: Unamortized debt issuance costs and discount on debt	(19)	—
Total debt	$1,981	$—

Senior Notes

On May 29, 2026, the Company issued $2.0 billion aggregate principal amount of senior notes, consisting of

$650 million aggregate principal amount of 5.050% senior notes due 2029 (the "2029 Notes"), $650 million aggregate

principal amount of 5.450% senior notes due 2031 (the "2031 Notes"), and $700 million aggregate principal amount of

6.050% senior notes due 2036 (the "2036 Notes" and, together with the 2029 Notes and the 2031 Notes, the "Senior

Notes"). The Senior Notes were sold in private placements to qualified institutional buyers in accordance with Rule 144A

under the Securities Act of 1933, as amended (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 Senior Notes were held in escrow pending

completion of the Separation, and such proceeds were released from escrow on June 30, 2026 in connection with the

Separation.

Interest on the Senior Notes is payable semi-annually in arrears on June 15 and December 15 of each year,

commencing December 15, 2026. The Senior Notes were issued at a discount and are recorded at amortized cost, net of

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unamortized original issue discount and debt issuance costs. Approximately $16.0 million of debt issuance costs, consisting

primarily of underwriting, legal, rating agency, and accounting fees, were incurred in connection with the issuance of the

Senior Notes. These costs, together with the original issue discount, are recorded as a reduction of the carrying amount of

the Senior Notes and are amortized using the effective interest method over the respective terms of the Senior Notes. As of

June 30, 2026, the carrying value of the Senior Notes approximated fair value, which was measured using Level II inputs,

due to the recent issuance of the Senior Notes and the limited changes in market interest rates since the issuance date.

The Senior Notes are redeemable at the Company’s option, in whole or in part, at any time prior to the applicable par

call date at a redemption price equal to the greater of: (i) 100% of the principal amount of the Senior Notes plus accrued

and unpaid interest to the redemption date, or (ii) the present value of the remaining scheduled payments of principal and

interest, discounted at the Treasury rate plus a specified spread, less interest accrued to the date of redemption. On or after

the applicable par call date, the Senior Notes are redeemable at 100% of the principal amount plus accrued and unpaid

interest.

Upon the occurrence of a change of control triggering event, the Company is required to offer to repurchase the

Senior Notes at a price equal to 101% of the principal amount plus accrued and unpaid interest. A change of control

triggering event requires both (i) a change of control and (ii) a downgrade of the Senior Notes below investment grade by

Moody’s or Fitch within a specified time period.

The indenture governing the Senior Notes includes customary covenants, including limitations on liens, sale-

leaseback transactions, and mergers.

During the three months ended June 30, 2026, the Company used the net proceeds from the Senior Notes, after

deducting discounts and commissions to the initial purchasers, to pay a $2.0 billion dividend to S&P Global as

consideration for the transfer of certain assets, liabilities and entities to Mobility Global in connection with the Separation.

The payment was reflected as a cash outflow in financing activities in the statement of cash flows for the six months ended

June 30, 2026.

Revolving Credit Facility

On May 6, 2026, in connection with the Separation, the Company entered into a $500 million revolving credit facility

(the “Credit Facility”). The Credit Facility was available on July 1, 2026 for general corporate purposes following the

Separation, and matures on July 1, 2031. The Company has the option to increase the capacity under the Credit Facility by

up to $250 million above the current committed amount, subject to lender participation and customary closing conditions.

Under the Credit Facility (i) U.S. dollar borrowings will be subject to an interest rate, at our election, of either (a)

U.S. dollar base rate or (b) a term SOFR-based rate, (ii) Euro borrowings will be subject to an interest rate based on

EURIBOR and (iii) Pounds Sterling borrowings will be subject to an interest rate based on the Sterling Overnight Index

Average, in each case, plus an applicable margin that is determined from time to time based on the credit ratings assigned

to us by Moody’s Ratings (“Moody’s”) or Fitch Ratings (“Fitch”).

The applicable interest rate margins for the Credit Facility will fluctuate between 1.0% and 1.625% per annum (for

term rate loans) and between 0% and 0.625% per annum (for base rate loans), in each case based upon the credit ratings

assigned by Moody’s or Fitch as set forth in the credit agreement. Accordingly, the interest rates for the Credit Facility will

vary during the term of the credit agreement based on changes in the applicable base rates, applicable term rates or future

changes to our credit rating.

The credit agreement also requires that the Company pay certain facility fees on the aggregate unused commitments

under the Credit Facility and certain letter of credit issuance and fronting fees. Letters of credit will be available for

issuance under the Credit Facility and will reduce availability under the Credit Facility.

We are permitted to voluntarily reduce the unutilized portion of the revolving commitments and repay outstanding

loans under the Credit Facility at any time without premium or penalty, subject to customary breakage costs. We may

request a one-year extension of the maturity date of the Credit Facility (not more than two times during the life of the

Credit Facility) under certain conditions customary for financings of this type.

The credit agreement contains certain affirmative and negative covenants 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

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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). The credit agreement also contains certain customary

events of default, subject to certain thresholds and grace periods, including but not limited to payment default, material

inaccuracy of a material representation, breach of covenants, cross-acceleration to material debt and change of control. If

an event of default, as specified in the credit agreement, shall occur and be continuing, we may be required to repay all

amounts outstanding under the Credit Facility.

The Company incurred financing costs in connection with the Credit Facility, which are recorded as deferred

financing costs within other assets and are amortized over the term of the facility. Commitment fees are recognized as

interest expense as incurred. As of June 30, 2026, there were no outstanding borrowings under the Credit Facility.

5. Income Taxes

The effective income tax rate was 29.3% and 29.3% for the three months ended June 30, 2026 and 2025,

respectively, and 29.4% and 28.9% for the six months ended June 30, 2026 and 2025, respectively. The higher tax rate for

the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily attributable to an

increase in the state and local tax rate.

At the end of each interim period, we estimate the annual effective tax rate and apply that rate to our ordinary

quarterly earnings. The tax expense or benefit related to significant unusual or infrequently occurring items that will be

separately reported or reported net of their related tax effect, and are individually computed, is recognized in the interim

period in which those items occur. In addition, the effect of changes in enacted tax laws or rates or tax status is recognized

in the interim period in which the change occurs.

The Company’s income tax provision was prepared following the separate return method. The separate return

method applies ASC 740 Income Taxes to the stand-alone financial statements of each member of the consolidated group

as if the group members were a separate taxpayer. The calculation of the Company’s income taxes on a separate return

basis requires a considerable amount of judgment and use of both estimates and allocations. Furthermore, the tax treatment

of certain items reflected in the accompanying condensed combined financial statements of the Company may not be

reflected in the consolidated financial statements and tax returns of S&P Global. Such items as net operating losses, credit

carry-forwards and valuation allowances may exist in the accompanying condensed combined financial statements that

may or may not exist in S&P Global’s consolidated financial statements. As a result, the income taxes of the Company as

presented in the accompanying condensed combined financial statements may not be indicative of the income taxes that the

Company will generate in the future. Furthermore, current obligations for taxes where the Company’s operations were

included in tax returns with the activities of S&P Global are deemed settled with S&P Global as a component of Net parent

investment for purposes of the accompanying condensed combined financial statements.

On January 5, 2026, the Organisation for Economic Co-operation and Development (“OECD”) issued administrative

guidance outlining a framework under which U.S.-parented groups may be excluded from the application of the OECD’s

global minimum tax rules. Each member jurisdiction will need to adopt and enact this guidance into local law, and the

timing and manner of adoption may vary. We are continuing to monitor developments related to this guidance and will

evaluate the impact on our financial statements as additional information becomes available.

6. Employee Benefits

Defined Contribution Plan

The majority of employees of Mobility Global participate in a voluntary 401(k) plan sponsored by S&P Global under

which S&P Global may match employee contributions up to certain levels of compensation. Expenses related to this plan

for Mobility Global employees included in the condensed combined statements of income were $5 million and $6 million

for the three months ended June 30, 2026 and 2025, respectively, and $13 million and $12 million for the six months ended

June 30, 2026 and 2025, respectively. Expense associated with the allocation of defined contribution expense for S&P

Global corporate employees is included in the condensed combined statements of income through corporate allocations.

Refer to Note 9 — Related Party Transactions and Parent Company Investment for further details regarding the corporate

allocations recorded in the condensed combined financial statements. Defined contribution plan assets and liabilities

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associated with Mobility Global employees were transferred to a Mobility Global defined contribution plan effective in

July 2026 in connection with the Separation. See Note 10 — Subsequent Events.

7. Segment and Geographic Information

The Company has two reportable segments: CARFAX and B2B. In addition, the Company has a Corporate category,

which includes costs for corporate functions, that is included in selling and general expenses and not allocated to the

reportable segments.

The Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer, who was previously the President of

S&P Global Mobility prior to the Separation.

Beginning in the second quarter of 2026, the Company changed its segment profitability measure from segment

operating profit to Adjusted EBITDA and recast prior period amounts accordingly, as our CODM evaluates performance of

our segments and allocates resources (including employees, property, and financial or capital resources) based primarily on

Adjusted EBITDA. There were no other changes to the Company’s segment reporting during 2026.

The Company defines Adjusted EBITDA as Net income adjusted to exclude (1) interest expense, net, (2) provisions

for income taxes, (3) depreciation and amortization, (4) stock-based compensation, (5) transaction costs related to the

stand-up of the Spin Business in connection with the Separation, and (6) employee severance charges and other costs that

are not representative of the underlying economics of the periods presented.

The following tables below present summarized financial information for each of the Company's reportable

segments, as well as for the Corporate category and total company.


	Three months ended June 30, 2026				Three months ended June 30, 2025
(in millions)	CARFAX	B2B	Corporate	Total	CARFAX	B2B	Corporate	Total
Revenue	$312	$156	$—	$468	$289	$150	$—	$439
Less: segment expenses(1)	159	103	4	266	147	101	3	251
Adjusted EBITDA	$153	$53	$(4)	$202	$142	$49	$(3)	$188


	Six months ended June 30, 2026				Six months ended June 30, 2025
(in millions)	CARFAX	B2B	Corporate	Total	CARFAX	B2B	Corporate	Total
Revenue	$610	$313	$—	$923	$564	$295	$—	$859
Less: segment expenses(1)	317	211	9	537	292	202	8	502
Adjusted EBITDA	$293	$102	$(9)	$386	$272	$93	$(8)	$357

(1)The segment expenses excluding any adjustments listed above in the Adjusted EBITDA description primarily include an aggregation of

compensation costs, advertising and promotion costs, technology costs and strategic investments.

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The following table below presents a reconciliation of GAAP Net income to Adjusted EBITDA:


	Three Months Ended June 30,		Six Months Ended June 30,
(in millions)	2026	2025	2026	2025
Net income	$53	$65	$108	$123
Interest expense, net	7	4	10	7
Provision for taxes on income	22	27	45	50
Depreciation and amortization	77	77	155	155
Stock-based compensation	5	4	9	9
Transaction costs	36	2	57	2
Employee severance charges and other	2	9	2	11
Adjusted EBITDA	$202	$188	$386	$357

The Company’s revenue disaggregated by revenue type is as follows:


	Three Months Ended June 30, 2026			Three Months Ended June 30, 2025
(in millions)	CARFAX	B2B	Total	CARFAX	B2B	Total
Subscription	$252	$131	$383	$234	$124	$358
Non-subscription	60	25	85	55	26	81
Total revenue	$312	$156	$468	$289	$150	$439
Timing of revenue recognition
Services transferred at a point in time	$60	$25	$85	$55	$26	$81
Services transferred over time	252	131	383	234	124	358
Total revenue	$312	$156	$468	$289	$150	$439


	Six Months Ended June 30, 2026			Six Months Ended June 30, 2025
(in millions)	CARFAX	B2B	Total	CARFAX	B2B	Total
Subscription	$494	$261	$755	$459	$242	$701
Non-subscription	116	52	168	105	53	158
Total revenue	$610	$313	$923	$564	$295	$859
Timing of revenue recognition
Services transferred at a point in time	$116	$52	$168	$105	$53	$158
Services transferred over time	494	261	755	459	242	701
Total revenue	$610	$313	$923	$564	$295	$859

The Company’s revenue by geographic region is as follows:


	Three Months Ended June 30,		Six Months Ended June 30,
(in millions)	2026	2025	2026	2025
U.S.	$389	$365	$765	$715
International	79	74	158	144
Total	$468	$439	$923	$859

Asset information by segment is not disclosed because this information is not used by the CODM to make resource

allocation decisions or evaluate the performance of the Company’s segments.

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8. Commitments and Contingencies

Leases

As of June 30, 2026, the Company has certain lease agreements that have not yet commenced with total estimated

future lease payments of $64 million. The related right of use asset and operating lease liability will be recorded on the

lease commencement date and are not reflected on the Company’s condensed combined balance sheets as of June 30, 2026.

These leases are expected to begin in 2026 and continue through 2037, with lease terms ranging from 1 to 11 years.

Legal & Regulatory Matters

In the normal course of business both in the United States and abroad, the Company and its subsidiaries are

defendants in legal proceedings and are subjected to government and regulatory proceedings, investigations and inquiries.

The Company is involved in various pending legal proceedings arising out of the ordinary course of the Company’s

business. None of these legal proceedings is expected to have a material adverse effect on the financial condition, results of

operations or cash flow of the Company. With respect to these proceedings, management of the Company believes that it

will either prevail, has adequate insurance coverage or has established appropriate accruals to cover potential liabilities.

Legal costs related to proceedings or claims are recorded when incurred. Other costs that management estimates may be

paid related to the claims are accrued when the liability is considered probable and the amount can be reasonably estimated.

There can be no assurance, however, as to the ultimate outcome of any of these matters, and if all or substantially all of

these legal proceedings were to be determined adverse to the Company, there could be a material adverse effect on the

financial condition, results of operations or cash flow of the Company.

9. Related Party Transactions and Parent Company Investment

Historically, the Company engaged in several transactions with S&P Global. The following table summarizes the

composition and amounts of these transactions with S&P Global.


	Three Months Ended June 30,		Six Months Ended June 30,
(in millions)	2026	2025	2026	2025
Data sharing revenues	$1	$1	$2	$2
Expenses
Data sharing expenses(1)	1	—	1	—
Corporate allocations from Parent(2)	36	24	64	46
Total expenses	$37	$24	$65	$46
Related party loan interest expense, net	4	3	7	7

(1)Data sharing expenses are included in Operating-related expenses within the condensed combined statements of income.

(2)Corporate allocations are included in Selling and general expenses within the condensed combined statements of income. The three and six months

ended June 30, 2026 included $15 million and $22 million, respectively, of transaction costs, and $2 million of severance and other employee

related costs in both periods in 2026.

Data Sharing Revenue and Expenses

The Company participates in data sharing arrangements with S&P Global, in which customer data is collected,

synthesized, and distributed throughout the S&P Global organization. Historically, the Company has recorded revenue and

expenses related to these arrangements that were eliminated in consolidation by S&P Global, as such transactions were

intercompany in nature. Such amounts have been reinstated for purposes of the condensed combined financial statements

and treated as related-party in nature.

Corporate Allocations

The Company has historically operated as part of S&P Global and not as a stand-alone company. Certain shared costs

have been allocated to the Company by S&P Global and are reflected as expenses in these financial statements. The

condensed combined statements of income of the Company reflect allocations of general corporate expenses from S&P

Global, certain of which were not historically allocated to the Company, including, but not limited to, executive

management, finance, legal, information technology, human resources, corporate initiatives, and other shared services.

Allocations made for such shared services based on direct usage when identifiable, and otherwise on a pro-rata basis of

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combined revenue or headcount and other measures, were $36 million and $24 million for the three months ended June 30,

2026 and 2025, respectively, and $64 million and $46 million for the six months ended June 30, 2026 and 2025,

respectively, within Selling and general expenses in the condensed combined statements of income. Management considers

these allocations to be a reasonable representation of the utilization of services by or the benefits provided to the Company.

Historically, a portion of these allocated corporate expenses between S&P Global and the Company was settled in

cash through transfer pricing arrangements. For any balances that were historically cash-settled, the balances are reflected

as Due from related parties, current and Due to related parties, current in the condensed combined balance sheets, while

any balances that were historically not settled in cash are reflected as a component of Parent company investment in the

condensed combined balance sheets.

During the three and six months ended June 30, 2026, Mobility Global recorded $36 million and $57 million,

respectively, of transaction costs related to the stand-up of Mobility Global as a stand-alone entity incurred prior to the

Separation, of which approximately $15 million and $22 million, respectively, was allocated to the Company from S&P

Global. For both the three and six months ended June 30, 2025, Mobility Global recorded $2 million of transactions related

to the stand-up of Mobility Global as a stand-alone entity incurred prior to the Separation, which was allocated to the

Company from S&P Global. These transaction costs correspond to costs incurred by S&P Global that are directly

attributable to Mobility Global, such as employee retention-related costs and costs to establish certain stand-alone

functions.

Canada Carfax Loan

On October 1, 2018, Carfax Canada ULC (“Carfax Canada”), a subsidiary of the Company, entered into a loan

agreement with IHS Canada Market ULC (“IHS Canada”), a subsidiary of S&P Global, under which IHS Canada granted

Carfax Canada a loan bearing interest at a rate of 6.0% per annum with a principal amount of CAD$403 million (“Canada

Carfax Loan”). Canada Carfax Loan matures on October 5, 2027, and is payable in full with accrued interest at maturity.

As of December 31, 2025, the Company had an outstanding loan balance payable to S&P Global of $230 million, inclusive

of accrued interest, which was reflected in Due to related parties — non-current in the condensed combined balance sheets.

The Company recorded related party interest expense of $7 million and $7 million related to the Canada Carfax Loan for

the six months ended June 30, 2026 and 2025, respectively. No voluntary prepayments on the principal balance of the

Canada Carfax Loan were made during the six months ended June 30, 2026. During the six months ended June 30, 2025,

the Company made voluntary prepayments on the principal balance of $18 million. During the six months ended June 30,

2026 and 2025, the Company made payments of interest of $7 million and $7 million in each period. In connection with the

Restructuring Transactions, and in anticipation of the Separation, on June 25, 2026 S&P Global contributed the Canada

Carfax Loan to a subsidiary of the Company, and as a result the Company eliminated the Canada Carfax Loan and related

accrued interest balances from the condensed combined balance sheets as of June 30, 2026 in consolidation.

Parent Company Investment

Certain significant balances and transactions between the Company and S&P Global and its subsidiaries, which

include allocations of corporate general and administrative expenses, share-based compensation and other historical

intercompany activities, are recorded as components of Parent company investment, except for the transactions noted

above related to historically cash-settled arrangements between the Company and S&P Global. The changes in Parent

company investment also includes financing activities for capital transfers, cash sweeps, and other treasury services as

described above. The components of Parent company investment are as follows:


	Three Months Ended June 30,		Six Months Ended June 30,
(in millions)	2026	2025	2026	2025
Cash pooling and general financing activities	$(1,886)	$(216)	$(1,916)	$(328)
Unbilled corporate allocations	33	24	60	45
Stock-based compensation	5	4	9	9
Assumed income tax payments	42	51	83	93
Net decrease in Parent company investment	$(1,806)	$(137)	$(1,764)	$(181)

After the Separation on July 1, 2026, Parent company investment will decrease to zero and will instead be recorded

as Common stock and Additional paid-in capital, respectively, on the condensed combined balance sheets as of September

30, 2026 based on 294,821,320 shares of common stock outstanding of S&P Global as of June 15, 2026 and on the basis of

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a distribution ratio of one share of Mobility Global common stock for every share of S&P Global’s common stock. See

Note 10 — Subsequent Events for further information on the Separation.

10. Subsequent Events

The Separation

On July 1, 2026, S&P Global completed the Separation of Mobility Global by means of a tax-free, pro-rata

distribution of 100% of common stock of Mobility Global to S&P Global’s existing shareholders as of June 15, 2026 (the

“Distribution”), and the transfer of certain assets and liabilities of the Spin Business to Mobility Global. On July 1, 2026,

S&P Global distributed one share of Mobility Global common stock for every share of S&P Global common stock held as

of the close of business on June 15, 2026, the record date for the Distribution. On July 1, 2026, Mobility Global became an

independent, publicly traded company under the stock symbol “MBGL” on the New York Stock Exchange. S&P Global

retained no ownership interest in Mobility Global.

As of the date of Separation, the primary source of cash on hand was generated by operations and net proceeds from

the issuance of the Senior Notes, after payment of a $2.0 billion dividend to S&P Global as consideration for the transfer of

certain assets, liabilities and entities to Mobility Global in connection with the Separation. See Note 4 — Debt for further

discussion.

Mobility Global and S&P Global entered a Separation and Distribution Agreement and several other agreements to

effect the Separation and provide a framework for Mobility Global’s relationship with S&P Global after the Separation.

These agreements provide for the allocation between Mobility Global and S&P Global of the assets, liabilities and

obligations of S&P Global and its subsidiaries, and will govern the relationship between Mobility Global and S&P Global

after the Separation. In addition to the Separation and Distribution Agreement, the other agreements that were entered into

with S&P Global include the Tax Matters Agreement, Transition Services Agreement, Employee Matters Agreement, and

other commercial arrangements. Following the Separation, the Company expects to rely on S&P Global for certain

transitional services under the Transition Services Agreement, including for information technology, finance, and human

resources. Costs associated with these services will be incurred on a different basis than historical allocations, and are

expected to decline as processes are transitioned to Mobility Global. In addition, the Company expects to incur incremental

stand-alone public company and corporate costs. As a result, historical results are not necessarily indicative of future

operating results.

The Company adopted the 2026 Long Term Incentive Plan (the “Stock Plan”). Outstanding S&P Global equity

awards held by individuals employed by or providing services to Mobility Global, or whose employment transferred to

Mobility Global in connection with and prior to the Separation, were converted into Mobility Global equity awards under

the Stock Plan in a manner that preserved intrinsic value based on the relative value of S&P Global common stock before

the Distribution and Mobility Global’s common stock after the Distribution. The terms of the converted equity awards,

including the grant period and vesting schedule, generally remained unchanged.

Dividend

In August 2026, the Company’s Board of Directors declared a quarterly dividend of $0.06 per share of common

stock to common stockholders of record at the close of business on August 27, 2026, payable on September 10, 2026.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations for the three and six months ended

June 30, 2026 and 2025, should be read in conjunction with our unaudited condensed combined financial statements and

the notes thereto, included in this Quarterly Report on Form 10-Q and the audited combined financial statements included

in the Registration Statement. The following discussion and analysis includes forward-looking statements. These forward-

looking statements are subject to risks, uncertainties and other factors that could cause our actual results to differ

materially from those expressed or implied by the forward-looking statements. Factors that could cause or contribute to

these differences include, but are not limited to, those discussed elsewhere in this Quarterly Report on Form 10-Q and the

Registration Statement. See“Risk Factors” included in the Registration Statement.

Overview

We are 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 OEMs, suppliers, dealerships, 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 (“BIG”) 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: Marketing & Sales and Strategy & Planning. 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.

•Marketing & Sales: The Marketing & Sales business line provides gold-standard market analytics and consumer

purchasing predictions designed to enhance new vehicle sales and optimize dealer network performance. It offers a

comprehensive suite of solutions, including Polk Auto Solutions, Market Scan, various market reporting tools, and

the innovative Data Studio platform. These solutions assist national sales companies and dealers in predicting future

buyers, optimizing marketing efforts, and enhancing sales strategies through predictive modeling and statistical

analytics of vehicle buying patterns. Key drivers include dealer penetration for automotiveMastermind, new data

assets for Auto Insights market reporting, and supporting the digital retailing consumer experience for Market Scan.

The business line includes automotiveMastermind, a market-leading sales platform for dealers, providing

sophisticated buyer prediction and marketing solutions to help anticipate consumer behavior and optimize sales

strategies in the dynamic new car market, and Recall which provides turnkey, data-driven outreach programs that

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help OEMs and dealers identify current owners and execute multi-channel campaigns to maximize safety recall

completion rates with demonstrated lifts in remedy rates and strong dealer return on investment.

•Strategy & Planning: The Strategy & Planning business line is a leading independent provider of forecasts,

analytics, and strategic decision support for the global automotive industry. It leverages technology and data science

to offer unique insights, forecasts, and advisory services, supporting OEMs, automotive suppliers, and F&I firms

from vehicle forecasting and component analysis to strategic product development. Its foundation lies in our

analytical models, powering critical design and build decisions through vehicle and supply chain forecasting and

global reporting. Improvements in predictive analytics, machine learning (“ML”), and artificial intelligence (“AI”)

have continued to underpin progress in this business line, transforming raw information into actionable intelligence

for agile planning and competitive differentiation. Core offerings include Vehicle & Supply Chain Forecasting and

Global Reporting. Key products and capabilities include Forecast Adjustment and Simulation Tool (“FAST”),

Procurement IQ (“PIQ”), and our strategic investment in Digital Automotive (“DA”).

Our Business Model

We operate a predominantly subscription-based revenue model, complemented by selected non-subscription

(transactional) streams.

•Subscription: The majority of offerings across the business are sold on monthly, annual or multi-year

subscriptions, providing recurring revenue and high retentions. Examples include CARFAX dealer products

(Advantage vehicle history, Car Listings, CARFAX For Life), BIG solutions, B2B Marketing & Sales solutions

(automotiveMastermind, Market Reporting, Market Scan API priced by dealer rooftops) and Planning Solutions

(vehicle & supply chain forecasting, powertrain and technology, global reporting).

•Non-subscription (transactional): A smaller share of revenue comes from one-time or usage-based activities that

are non-cyclical in nature — and that are usually tied to underlying business metrics such as OEM marketing spend

or safety recall activity — as well as consulting and advisory services. Examples include CARFAX consumer pay-

per-report purchases, Planning Solutions one-time data deliveries and Marketing & Sales recall campaign outreach

that is volume-based. These transactional elements add flexibility for customers but are a minority of the portfolio

relative to subscriptions.

Key Factors Affecting Our Results of Operations

We believe that our performance and future success depend on a number of factors that present significant

opportunities for us but also pose risks and challenges, including those discussed below and under Item 1A “Risk Factors”

in the Registration Statement.

Accelerated Technological Advancements and Vehicle Complexity

Our revenues are significantly influenced by the profound transformation of the automotive industry, driven by

advancements such as EVs, Autonomous Vehicles (“AVs”) and software-defined vehicles (“SDVs”). This shift

significantly increases the complexity of vehicle planning, production, purchasing, and maintenance processes. The

integration of AI is powering new driving features like Advanced Driver Assistance Systems (ADAS) and is increasingly

adopted by auto manufacturers for optimizing product development, supply chains, and customer targeting. These trends

necessitate a higher demand for comprehensive and quality data to help OEMs and suppliers navigate new product choices,

manage inventory, and adapt to evolving consumer expectations. We believe our solutions, including specialized data for

EVs, SDVs, and component-level forecasts, are crucial to our customers in navigating these complexities.

Trends in Consumer Automotive Purchases

Our performance is influenced by evolving consumer preferences and their willingness to spend on automotive

products. Factors such as rising vehicle prices, potentially due to tariffs, can lead to shifts in demand for vehicle purchases

and changes in the relative demand for new versus used vehicles. Our ability to provide data and analytics that help OEMs

and dealers understand these shifts, identify high-intent buyers, and adapt their strategies to changing consumer

expectations is crucial for our continued success. This includes providing insights into how consumers respond to pricing,

incentives, and the increasing complexity of new vehicle technologies like EVs and AVs.

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Evolving Consumer Preferences and Omnichannel Engagement

Consumer purchasing journeys have become more sophisticated, characterized by a heightened focus on digital

engagement and a demand for personalized experiences. Consumers are increasingly informed, gathering information

online and through various touchpoints, and seeking tailored offers before making purchasing decisions. The rise of digital

retail and consumer empowerment means buyers expect transparency and control, leading to a greater reliance on verified

data sources. In this context, CARFAX Car Care serves as a critical digital engagement point with over 53 million

consumers as of December 31, 2025, informing their decisions about vehicles and related services by surfacing what

service is needed, when, and likely cost estimates ahead of choosing a dealer or aftermarket shop. Over time, this upstream

digital engagement will increasingly shape purchase and service choices before a consumer ever contacts a provider,

shifting information needs to be served in advance and not exclusively by the dealer. Our success depends on our ability to

provide the necessary data and analytics that enable OEMs and dealers to identify high-intent buyers, craft effective

marketing campaigns, and deliver personalized offers across an omnichannel landscape, while also meeting consumers in

these pre-dealer digital moments with trusted, decision-grade information.

Dynamic Supply Chain and Geopolitical Influences

Global supply chain disruptions can lead to increased costs for new vehicles, potentially shifting consumer demand

towards the used car market. Furthermore, the macro environment is significantly impacted by tariff policies, which have

led to substantial increases in trade-weighted tariff rates for automotive products, affecting demand purchasing patterns.

Our solutions are vital in helping our customers navigate this period of uncertainty by providing tariff scenario planning,

insights into cost changes, analytics for supply chain reconfiguration, and real-time understanding of localized price shifts.

The increased importance of used vehicle history reports in a tariff-affected market also underscores the value of our

CARFAX offerings.

Complex and Evolving Data Ecosystem Requiring Agile Planning and Data-Driven Solutions

The automotive industry demands real-time market data, granular and dynamic product insights, and flexible

forecasting tools capable of accounting for greater uncertainty and multiple scenarios. The adoption of AI and predictive

analytics further underscores the need for robust data platforms. Despite the increased data production, the industry’s

network of OEMs, suppliers, dealers, and consumers often faces challenges in accessing comprehensive and accurate

information due to fragmentation and a lack of trust.

We hold a distinctive position as a leading provider of data and insights across the entire vehicle lifecycle. We

believe our Strategy & Planning business line, offering independent forecasts and analytics, is essential for OEMs and

suppliers to make critical capital investment decisions, manage complex product portfolios, and respond swiftly to market

dynamics. Furthermore, our extensive data assets, established relationships, and trusted brands (such as CARFAX and

Polk) enable us to bridge data gaps, providing the breadth and depth of data across all customer segments and lifecycle

stages that are critical for continued relevance and growth.

Privacy laws continue to evolve at the state and federal level, which could impact the ability for companies to acquire

and use data with PII. Our long-standing history of strong data management practices and focus on compliance with data

privacy legislation has positioned us as a trusted steward of sensitive data with our customers and data suppliers such as the

state DMVs. The long-standing DPPA and its state equivalents govern the use of much of this sensitive data. The DPPA,

which has been in place for over three decades, is embedded in our culture and operations and has allowed us to build

industry critical systems to support essential services to the market such as Vehicle Reclass Services. Our established

custodianship of data for the automotive industry has allowed us to engage with legislative bodies as new privacy laws

emerge to advocate for appropriate exemptions and to ensure that access to such data continues to be governed by the

DPPA, helping us minimize the risk of impact on our business. See “Business—Regulation.”

Increased Competition

We face competition in each of our business segments and across the geographic markets in which we operate. While

we believe in the strength and importance of our offerings, our customers have the ability to switch to our competitors or

cease using our products. Competitive factors impacting our business include market dynamics and evolving customer

preferences, new product innovations and product development, pricing, cost inputs, and the ability to attract and retain

talented employees. We expect that the continued attractiveness of the markets in which we operate will encourage existing

and new competitors, which could increase competitive pressure over time. In addition, Chinese car manufacturers are

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expanding into global markets and intensifying competition for Western OEMs. This accelerates demand for the kind of

comprehensive, real-time forecasting, supply chain, and market analytics we provide (e.g., scenario planning and

competitive benchmarking), but it can also make it more challenging for us to deepen penetration with certain OEMs given

our U.S. base and evolving geopolitical and regulatory considerations. We intend to continue to focus on the breadth and

independence of our data, our global coverage, and our ability to serve multinational customers across regions to mitigate

these risks and capture the increased need for decision-grade insights.

Investing in Continued Innovation and Brand Awareness

Our success is dependent on our ability to continuously provide mission-critical data and insights to our customers,

informing their purchase, planning, manufacturing, and sales decisions. We are recognized as a pioneer in acquiring,

aggregating, and presenting data that offers unique insights within the automotive industry. This has allowed us to build

significant brand awareness and a strong reputation, notably through trusted brands like CARFAX and Polk. Within

CARFAX specifically, the cost of acquiring new customers is rising as major advertising platforms and vendors dial up

their monetization, increasing the expense to reach and convert consumers via paid digital channels. We intend to continue

to invest in brand and traffic generation efficiently (e.g., balancing brand media with performance spend) while expanding

proprietary data assets and improving technology delivery, so we can reach new customers and maintain our leading

position, especially as vehicle complexity increases with advancements in EVs, AVs, SDVs, and AI.

Deepening Relationships with Existing Customers and Acquiring New Customers

We have cultivated strong relationships with some of the world’s leading OEMs, suppliers, and dealers, and we are

committed to continuing to serve their evolving needs. We believe the increasing complexity within the automotive supply

chain and the heightened demands for comprehensive and quality data have made our solutions essential to our customers.

We are dedicated to providing additional solutions to address new problems, as evidenced by our planned initiatives to

launch new products and expand into extended core markets and adjacencies. While maintaining strong relationships with

our current clientele, our continued growth also relies on our ability to acquire new customers, including smaller suppliers,

EV and SDV players, and automotive startups. Our products are designed to be extensible, allowing us to easily scale with

new customers, and our success in this area will be driven by continued investment in our go-to-market strategies and

product capabilities.

Disciplined Capital Allocation and Portfolio Management

We expect to generate positive free cash flow, which we will use to invest in our business and to support balance

sheet flexibility that will allow us to pursue acquisitions, and return capital to shareholders, including paying dividends. We

actively assess our capital allocation opportunities and policy, and intend to take a disciplined and prudent approach to the

allocation of our capital.

We also actively review and refine our portfolio through acquisitions that support our businesses as well as

divestitures of assets that no longer match our strategic direction. We have demonstrated an ability to successfully acquire,

integrate, and scale businesses, and we intend to pursue a disciplined approach to acquisitions and partnerships that can

support our growth. We believe our cash flow generation and balance sheet will allow us to make acquisitions and

divestitures while still maintaining a disciplined approach to return capital to shareholders; however, the pursuit of

acquisitions and divestitures involves potential risks.

Basis of Presentation

The condensed combined financial statements have been prepared on a carve-out basis and are derived from the

consolidated financial statements and accounting records of S&P Global. The condensed combined financial statements

reflect our financial position, results of operations and cash flows as we were historically managed, in conformity with

GAAP and pursuant to the rules and regulations of the SEC.

On July 1, 2026, S&P Global completed the Separation of Mobility Global by means of a tax-free, pro-rata

distribution of 100% of our common stock to S&P Global’s existing shareholders as of June 15, 2026, and the transfer of

certain assets and liabilities of the Spin Business to us. Effective on July 1, 2026, we became an independent, publicly

traded company listed under the stock symbol “MBGL” on the New York Stock Exchange, and will report on a

consolidated stand-alone basis for subsequent periods. See Note 10 — Subsequent Events in this Quarterly Report on Form

10-Q for additional information regarding the Separation.

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Throughout the periods included in these condensed combined financial statements, we have operated as part of S&P

Global. The results for the interim periods are not necessarily indicative of results for the full year. All revenues and costs,

as well as assets and liabilities, directly associated with our business activity are recorded in these financial statements. The

condensed combined financial statements include certain assets and liabilities that have historically been held at the S&P

Global corporate level but are specifically identifiable or otherwise attributable to us. The condensed combined financial

statements also include allocations of certain expenses from S&P Global’s corporate functions to us. The allocations were

recorded on the basis of direct usage when identifiable, with the remainder allocated on a pro rata basis of combined

revenue, headcount, or other measures of ours or S&P Global. Management believes the assumptions underlying the

condensed combined financial statements, including the assumptions regarding allocating general corporate expenses, are

reasonable; however, the amounts are not necessarily representative of the amounts that would have been reflected in the

financial statements had we historically operated independently of S&P Global. See Note 9 — Related Party Transactions

and Parent Company Investment to the condensed combined financial statements in this Quarterly Report on Form 10-Q

for further discussion.

The condensed combined financial statements may not be indicative of future performance and do not necessarily

reflect what the condensed combined statements of income, balance sheets and statements of cash flows would have been

had we operated as a separate business during the periods presented. Actual costs that would have been incurred if we had

operated on a stand-alone basis would depend on multiple factors, including organizational structure and strategic decisions

made in various areas, including information technology and infrastructure. We are unable to quantify the amounts that we

would have recorded during the historical periods on a stand-alone basis as it is not practicable to do so.

Further, the historical financial statements are not necessarily indicative of our future results of operations, financial

condition, or cash flows as a stand-alone company. As a result of the Separation and costs associated with running an

independent, publicly traded company, we expect to incur expenditures that may vary from historical allocations, which

may have an impact on our profitability and operating cash flows. Following the Separation, S&P Global will continue to

provide some services to us on a transitional basis, generally for a period of up to 18 months, for an agreed upon fee

pursuant to a transition services agreement (“TSA”). We will incur non-recurring costs to establish stand-alone

infrastructure and processes and to replace services previously provided by S&P Global as we transition off the TSA,

ranging from $75 million to $110 million. As a stand-alone public company, we will also incur additional costs, including

for additional personnel and for corporate governance, which we expect to exceed costs that have been historically

allocated to us.

Components of Results of Operations

Revenue

Revenue primarily consists of subscription revenue, which is generated from products that provide data and insight

on future vehicle sales and production. Subscription revenue also includes a range of services to financial institutions, to

support marketing, insurance underwriting, and claims management. Subscription revenue is recognized ratably. Non-

subscription revenue includes transactional sales of data that are non-cyclical in nature and that are usually tied to

underlying business metrics such as vehicle manufacturers, marketing spend, or safety recall activity.

Operating-Related Expenses

Operating-related expenses primarily includes expenses related to cost of sales. These include direct costs associated

with revenue generating activities including employee compensation, rent, and utilities.

Selling and General Expenses

Selling and general expenses primarily includes costs associated with selling, marketing, office facilities, shared

services, employee compensation, technology and research and development, corporate allocations, and other

administrative costs.

Depreciation and Amortization

Depreciation and amortization include depreciation and amortization of our fixed and intangible assets.

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Interest Expense and Other, net

Interest expense, net primarily includes interest expense on our Senior Notes and interest income and expense related

to our related party loans prior to the Separation.

Provision for Income Taxes

Provision for income taxes includes income tax calculated on a separate return methodology, based on amounts

refundable or payable for the current year, and includes the results of any difference between GAAP accounting and tax

reporting, recorded as deferred tax assets or liabilities.

Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA is a non-GAAP measure and is defined as our Net income adjusted to exclude (1) interest

expense, net, (2) provisions for income taxes, (3) depreciation and amortization, (4) stock-based compensation,

(5) transaction costs related to the stand-up of the Spin Business in connection with the Separation, and (6) employee

severance charges and other costs that are not representative of the underlying economics of the periods presented. Net

income is the most directly comparable GAAP financial measure to Adjusted EBITDA. Adjusted EBITDA margin is a

non-GAAP measure and refers to Adjusted EBITDA divided by GAAP revenue.

We believe the presentation of Adjusted EBITDA and Adjusted EBITDA margin provide useful measures for period-

over-period comparisons of our business, as they remove the effects of certain non-cash items and other non-recurring

costs that are not indicative of our core operating performance or results of operations. They are also measures that our

management relies upon to evaluate business performance.

Adjusted EBITDA and Adjusted EBITDA margin are not intended to be performance measures that should be

regarded as alternatives to, or more meaningful than, Net income and Net income margin as indicators of operating

performance. Adjusted EBITDA and Adjusted EBITDA margin should not be considered in isolation or as substitutes for

analysis of our results reported under GAAP. Adjusted EBITDA and Adjusted EBITDA margin, as we calculate them, may

not be comparable to similarly titled measures employed by other companies.

The following tables present a reconciliation of Net income, the most directly comparable financial statement

measure, to Adjusted EBITDA and Adjusted EBITDA margin by segment for the periods presented:


	Three months ended June 30, 2026
(in millions)	CARFAX	B2B	Corporate	Total
Net income (GAAP)				$53
Interest expense, net				7
Provision for income taxes				22
Operating profit (GAAP)	101	3	(22)	82
Adjusted to add:
Amortization of intangibles	48	26	—	74
Depreciation	2	1	—	3
Stock-based compensation	2	3	—	5
Transaction costs	—	20	16	36
Employee severance charges and other	—	—	2	2
Adjusted EBITDA	$153	$53	$(4)	$202
% Adjusted EBITDA margin	49%	34%	N/M	43%

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	Three months ended June 30, 2025
(in millions)	CARFAX	B2B	Corporate	Total
Net income (GAAP)				$65
Interest expense, net				4
Provision for income taxes				27
Operating profit (GAAP)	89	16	(9)	96
Adjusted to add:
Amortization of intangibles	48	26	—	74
Depreciation	2	1	—	3
Stock-based compensation	2	2	—	4
Transaction costs	—	—	2	2
Employee severance charges and other	1	4	4	9
Adjusted EBITDA	$142	$49	$(3)	$188
% Adjusted EBITDA margin	49%	33%	N/M	43%


	Six months ended June 30, 2026
(in millions)	CARFAX	B2B	Corporate	Total
Net income (GAAP)				$108
Interest expense, net				10
Provision for income taxes				45
Operating profit (GAAP)	190	8	(35)	163
Adjusted to add:
Amortization of intangibles	95	53	—	148
Depreciation	5	2	—	7
Stock-based compensation	3	6	—	9
Transaction costs	—	33	24	57
Employee severance charges and other	—	—	2	2
Adjusted EBITDA	$293	$102	$(9)	$386
% Adjusted EBITDA margin	48%	33%	N/M	42%


	Six months ended June 30, 2025
(in millions)	CARFAX	B2B	Corporate	Total
Net income (GAAP)				$123
Interest expense, net				7
Provision for income taxes				50
Operating profit (GAAP)	166	30	(16)	180
Adjusted to add:
Amortization of intangibles	95	53	—	148
Depreciation	5	2	—	7
Stock-based compensation	5	4	—	9
Transaction costs	—	—	2	2
Employee severance charges and other	1	4	6	11
Adjusted EBITDA	$272	$93	$(8)	$357
% Adjusted EBITDA margin	48%	32%	N/M	42%

Free Cash Flow

Free cash flow is a non-GAAP financial measure and reflects our cash provided by operating activities less capital

expenditures. Capital expenditures include purchases of property and equipment and additions to technology projects. Our

cash provided by operating activities is the most directly comparable GAAP financial measure to Free cash flow.

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We believe the presentation of Free cash flow allows our investors to evaluate the cash generated from our

underlying operations in a manner similar to the method used by management. We use Free cash flow to conduct and

evaluate our business because we believe it typically presents a more conservative measure of cash flows since capital

expenditures are considered a necessary component of ongoing operations. Free cash flow is useful for management

because it allows management to evaluate the cash available to us to make strategic acquisitions and investments.

The presentation of Free cash flow is not intended to be considered in isolation or as a substitute for the financial

information prepared and presented in accordance with GAAP. Free cash flow, as we calculate it, may not be comparable

to similarly titled measures employed by other companies.

The following table presents a reconciliation of our Cash provided by operating activities to Free cash flow for the

periods presented:


	Six Months Ended June 30,
(in millions)	2026	2025
Cash provided by operating activities	$189	$233
Capital expenditures	(12)	(8)
Free cash flow	$177	$225

Results of Operations

The following table summarizes our results of operations for the periods presented:


	Three Months Ended June 30,		Change		Six Months Ended June 30,		Change
(in millions)	2026	2025	$	%	2026	2025	$	%
Revenue	$468	$439	$29	7%	$923	$859	$64	7%
Expenses:
Operating-related expenses	134	132	2	2%	270	259	11	4%
Selling and general expenses	175	134	41	31%	335	265	70	26%
Depreciation and amortization	77	77	—	—%	155	155	—	—%
Total expenses	386	343	43	13%	760	679	81	12%
Operating profit	82	96	(14)	(15)%	163	180	(17)	(9)%
Interest expense, net	7	4	3	75%	10	7	3	43%
Income before provision for income taxes	75	92	(17)	(18)%	153	173	(20)	(12)%
Provision for income taxes	22	27	(5)	(19)%	45	50	(5)	(10)%
Net income	$53	$65	$(12)	(18)%	$108	$123	$(15)	(12)%

Adjusted EBITDA	$202	$188	14	7%	$386	$357	29	8%
% Net income margin	11%	15%			12%	14%
% Adjusted EBITDA margin	43%	43%			42%	42%

N/M — Represents a change equal to or in excess of 100% or not meaningful

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Revenue


	Three Months Ended June 30,		Change		Six Months Ended June 30,		Change
(in millions)	2026	2025	$	%	2026	2025	$	%
Revenue	$468	$439	$29	7%	$923	$859	$64	7%
Subscription revenue	$383	$358	25	7%	$755	$701	54	8%
Non-subscription revenue	$85	$81	4	5%	$168	$158	10	6%
% of total revenue:
Subscription revenue	82%	82%			82%	82%
Non-subscription revenue	18%	18%			18%	18%

U.S. revenue	$389	$365	24	7%	$765	$715	50	7%
International revenue	$79	$74	5	7%	$158	$144	14	10%
% of total revenue:
U.S. revenue	83%	83%			83%	83%
International revenue	17%	17%			17%	17%

Revenue increased $29 million in the three months ended June 30, 2026 as compared to the three months ended June

30, 2025, and increased $64 million in the six months ended June 30, 2026 as compared to the six months ended June 30,

2025, primarily attributable to an increase in subscription revenue, driven primarily by price increases of approximately

$16 million and $36 million, respectively, and continued new business growth of approximately $8 million and

$20 million, respectively.

Expenses

Operating-Related Expenses

Operating-related expenses increased $2 million in the three months ended June 30, 2026 as compared to the three

months ended June 30, 2025, and increased $11 million in the six months ended June 30, 2026 as compared to the six

months ended June 30, 2025, primarily driven by higher strategic investments.

Selling and General Expenses

Selling and general expenses including Corporate unallocated expense, increased $41 million in the three months

ended June 30, 2026 as compared to the three months ended June 30, 2025, and increased $70 million in the six months

ended June 30, 2026 as compared to the six months ended June 30, 2025. Excluding the impact of higher transaction costs

associated with the stand-up of the Spin Business in connection with the Separation of $34 million, partially offset by

lower employee severance charges and other employee costs of $7 million, Selling and general expenses increased $14

million for the three months ended June 30, 2026, primarily driven by an increase in compensation costs. Excluding the

impact of higher transaction costs associated with the stand-up of the Spin Business in connection with the Separation of

$55 million, partially offset by lower employee severance charges and other employee costs of $9 million, Selling and

general expenses increased $24 million for the six months ended June 30, 2026, primarily driven by an increase in

advertising and promotion costs and, to a lesser extent, an increase in compensation costs.

Interest Expense, net

Interest expense, net increased $3 million for both the three and six months ended June 30, 2026 as compared to the

three and six months ended June 30, 2025, driven by interest expense on the Senior Notes in 2026 which were issued on

May 29, 2026, partially offset by interest income earned on proceeds from the Senior Notes. We expect interest expense,

net to increase in future periods due to the issuance of the Senior Notes.

Provision for Income Taxes

The effective income tax rate was 29.3% and 29.3% for the three months ended June 30, 2026 and 2025,

respectively, and 29.4% and 28.9% for the six months ended June 30, 2026 and 2025, respectively. The higher tax rate for

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the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily attributable to an

increase in the state and local tax rate.

On January 5, 2026, the Organisation for Economic Co-operation and Development (“OECD”) issued administrative

guidance outlining a framework under which U.S.-parented groups may be excluded from the application of the OECD’s

global minimum tax rules. Each member jurisdiction will need to adopt and enact this guidance into local law, and the

timing and manner of adoption may vary. We are continuing to monitor developments related to this guidance and will

evaluate the impact on our financial statements as additional information becomes available.

Adjusted EBITDA

Adjusted EBITDA increased $14 million in the three months ended June 30, 2026 as compared to the three months

ended June 30, 2025, and increased $29 million in the six months ended June 30, 2026 as compared to the six months

ended June 30, 2025, primarily attributable to revenue growth, partially offset by an increase in advertising and promotion

costs, an increase in compensation costs driven by annual merit increases, and an increase in strategic investments.

Segment Results of Operations

We operate our business as two reportable segments: CARFAX and B2B.

CARFAX

The following table provides Revenue and Adjusted EBITDA information for the periods presented:


	Three Months Ended June 30,		Change		Six Months Ended June 30,		Change
(in millions)	2026	2025	$	%	2026	2025	$	%
Revenue	$312	$289	$23	8%	$610	$564	$46	8%
Subscription revenue	$252	$234	18	8%	$494	$459	35	8%
Non-subscription revenue	$60	$55	5	9%	$116	$105	11	10%
% of total revenue:
Subscription revenue	81%	81%			81%	81%
Non-subscription revenue	19%	19%			19%	19%

U.S. revenue	$265	$246	19	8%	$518	$482	36	7%
International revenue	$47	$43	4	9%	$92	$82	10	12%
% of total revenue:
U.S. revenue	85%	85%			85%	85%
International revenue	15%	15%			15%	15%

Adjusted EBITDA	$153	$142	11	8%	$293	$272	21	8%
% Adjusted EBITDA margin	49%	49%			48%	48%

Revenue increased $23 million in the three months ended June 30, 2026 as compared to the three months ended June

30, 2025, and increased $46 million in the six months ended June 30, 2026 as compared to the six months ended June 30,

2025, primarily attributable to an increase in subscription revenue, which was primarily driven by price increases.

Adjusted EBITDA increased $11 million in the three months ended June 30, 2026 as compared to the three months

ended June 30, 2025, and increased $21 million in the six months ended June 30, 2026 as compared to the six months

ended June 30, 2025, primarily driven by revenue growth, partially offset by an increase in advertising and promotion

costs.

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B2B

The following table provides Revenue and Adjusted EBITDA information for the periods presented:


	Three Months Ended June 30,		Change		Six Months Ended June 30,		Change
(in millions)	2026	2025	$	%	2026	2025	$	%
Revenue	$156	$150	$6	4%	$313	$295	$18	6%
Subscription revenue	$131	$124	7	6%	$261	$242	19	8%
Non-subscription revenue	$25	$26	(1)	(4)%	$52	$53	(1)	(2)%
% of total revenue:
Subscription revenue	84%	83%			83%	82%
Non-subscription revenue	16%	17%			17%	18%

U.S. revenue	$124	$119	5	4%	$247	$233	14	6%
International revenue	$32	$31	1	3%	$66	$62	4	6%
% of total revenue:
U.S. revenue	79%	79%			79%	79%
International revenue	21%	21%			21%	21%

Adjusted EBITDA	$53	$49	4	8%	$102	$93	9	10%
% Adjusted EBITDA margin	34%	33%			33%	32%

Revenue increased $6 million in the three months ended June 30, 2026 as compared to the three months ended June

30, 2025, and increased $18 million in the six months ended June 30, 2026 as compared to the six months ended June 30,

2025, primarily attributable to an increase in subscription revenue, which was primarily due to continued new business

growth.

Adjusted EBITDA increased $4 million in the three months ended June 30, 2026 as compared to the three months

ended June 30, 2025, and increased $9 million in the six months ended June 30, 2026 as compared to the six months ended

June 30, 2025, primarily driven by revenue growth partially offset by an increase in compensation costs driven by annual

merit increases.

Liquidity and Capital Resources

Historically, we have generated cash from operating activities. The majority of our operations historically

participated in the United States and international cash management and funding arrangements managed by S&P Global,

where cash was swept from our balance sheet daily, and cash to meet our operating and investing needs was provided as

needed from S&P Global.

Following the Separation from S&P Global, our ability to fund our operating needs will depend on our ongoing

ability to generate cash flow from operating activities and our access to the bank and capital markets. We believe that our

cash and cash equivalents as of June 30, 2026, together with future cash from operating activities, borrowing capacity

under the Credit Facility, and access to capital markets, will provide adequate resources to meet all of our current and long-

term obligations as they come due, including the Senior Notes, and sufficient liquidity to fund capital expenditures and

working capital, pay dividends to our stockholders, and to execute our business strategy.

If our cash flows from operations are less than we require, we may need to incur debt or issue equity. From time to

time, we may need to access the long-term and short-term capital markets to obtain financing. Although we believe that the

arrangements in place at the time of the Separation will permit us to finance our operations on acceptable terms and

conditions, our access to, and the availability of, financing on acceptable terms and conditions in the future will be affected

by many factors, including: (i) our credit ratings, (ii) the liquidity of the overall capital markets, and (iii) the current state of

the economy. There can be no assurance that we will continue to have access to the capital markets on terms acceptable to

us. See Item 1A, “Risk Factors” included in our Registration Statement.

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Common Stockholder Dividends

Our intention is to pay dividends to holders of our common stock in an amount of $0.06 per common share on a

quarterly basis. The declaration and payment of dividends to holders of our common stock will be at the sole discretion of

our Board of Directors and subject to adjustment by amounts determined by our Board of Directors to be necessary or

appropriate to provide for our business needs and to comply with applicable law. Our dividend policy may be changed at

any time.

Description of Certain Indebtedness

As of June 30, 2026, the carrying value of our outstanding debt totaled $2.0 billion, which consisted of our 5.050%

Senior notes due 2029 (the “2029 Notes”), our 5.450% Senior notes due 2031 (the “2031 Notes”), and our 6.050% Senior

notes due 2036 (the “2036 Notes” and, together with the 2029 Notes and the 2031 Notes, the “Senior Notes”). Interest on

the Senior Notes is payable semi-annually in arrears on June 15 and December 15 of each year, commencing December 15,

2026.

We also have a $500 million revolving credit facility (the “Credit Facility”) that is available for general corporate

purposes as of July 1, 2026. We have the option to increase the capacity under the Credit Facility by up to $250 million

above the current committed amount, subject to lender participation and customary closing conditions. The Credit Facility

requires that we pay certain facility fees on the aggregate unused commitments under the Credit Facility and certain letter

of credit issuance and fronting fees.

See Note 4 — Debt for further discussion of our debt.

Cash Flow Overview

Cash and cash equivalents were $186 million and $40 million as of June 30, 2026 and 2025. Details of our cash flows

are included in the table below.


	Six Months Ended June 30,
(in millions)	2026	2025
Cash provided by operating activities	$189	$233
Cash used for investing activities	(15)	(11)
Cash used for financing activities	(25)	(210)
Effect of exchange rate changes on cash	(1)	1
Net change in cash and cash equivalents	$148	$13

Operating Activities

Cash provided by operating activities was $189 million for the six months ended June 30, 2026, compared to $233

million for the six months ended June 30, 2025. The decrease in Cash provided by operating activities was primarily due to

a net decrease in cash provided by working capital accounts.

Investing Activities

Cash used for investing activities was $15 million for the six months ended June 30, 2026, compared to $11 million

for the six months ended June 30, 2025. The increase in Cash used for investing activities was primarily due to higher cash

used for capital expenditures in 2026.

Financing Activities

Cash flows from financing activities primarily comprised the issuance of the Senior Notes and transfers from and to

S&P Global. The components of net transfers include: (i) cash pooling and general financing activities, including the

payment of a dividend to S&P Global as consideration for the transfer of certain assets, liabilities and entities to Mobility

Global in connection with the Restructuring Transactions, (ii) charges for income taxes that we assumed to be settled with

S&P Global, and (iii) allocations of S&P Global’s corporate expenses, which were effectively settled for cash at the time of

the transaction. See Note 10 — Related Party Transactions and Parent Company Investment to the audited combined

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financial statements included in our Registration Statement and Note 9 — Related Party Transactions and Parent Company

Investment to the condensed combined financial statements in this Quarterly Report on Form 10-Q for further discussion.

Cash used for financing activities was $25 million for the six months ended June 30, 2026 compared to cash used for

financing activities of $210 million for the six months ended June 30, 2025. The decrease in cash used for financing

activities was primarily attributable to the issuance of the Senior Notes in 2026, partially offset by net increase in transfers

to S&P Global, primarily driven by the dividend paid to S&P Global in connection with the Restructuring Transactions.

Contractual Obligations

We typically have various contractual obligations, which are recorded as liabilities in our condensed combined

balance sheets, while other items, such as certain purchase commitments and other executory contracts, are not recognized,

but are disclosed herein. There were no material changes to what was disclosed in the audited combined financial

statements included in the Registration Statement.

Critical Accounting Policies and Estimates

There have been no significant additions or changes to the methods, estimates and judgments set forth under the

heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting

Policies and Estimates” included in Exhibit 99.1 to our Registration Statement.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

Quantitative and qualitative disclosures about market risk appear in “Management’s Discussion and Analysis of

Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures about Market Risk,” included in

Exhibit 99.1 to our Registration Statement. There have been no material changes during the quarter ended June 30, 2026 to

this information as disclosed in our Registration Statement.

Effective on July 1, 2026, the Company entered into a foreign currency forward contract terminating on September

30, 2026 to effectively hedge the fluctuation in foreign currency rates between USD and CAD in connection with the

Canada Carfax Loan.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), the Company carried out an evaluation, under the supervision and with the participation of management, including

the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the

Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the

Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. There are inherent limitations to

the effectiveness of any system of disclosure controls and procedures. No matter how well designed and operated,

disclosure controls and procedures can provide only reasonable, rather than absolute, assurance of achieving the desired

control objectives. Based on the foregoing, the Chief Executive Officer and the Chief Financial Officer have concluded

that, as of the end of such period, these disclosure controls and procedures were effective. For the six months ended June

30, 2026, the Company relied on certain processes and internal controls over financial reporting performed by S&P Global.

Management’s Report on Internal Controls Over Financial Reporting

This Quarterly Report on Form 10-Q does not include a report of management’s assessment regarding internal

control over financial reporting or an attestation report of our independent registered public accounting firm due to a

transition period established by rules of the SEC for newly public companies.


Exhibit Number		Exhibit Title

2.1+		Separation and Distribution Agreement between S&P Global Inc. and Mobility Global Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on July 1, 2026)

3.1		Amended and Restated Articles of Incorporation of Mobility Global Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 1, 2026)

3.2		Amended and Restated Bylaws of Mobility Global Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on July 1, 2026)

10.1+		Transition Services Agreement between S&P Global Inc. and Mobility Global Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 1, 2026)

10.2+		Tax Matters Agreement between S&P Global Inc. and Mobility Global Inc. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on July 1, 2026)

10.3†		Employee Matters Agreement between S&P Global Inc. and Mobility Global Inc. (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on July 1, 2026)

10.4†+		Offer Letter of William W. Eager dated July 28, 2025 (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form 10 filed on May 27, 2026)

10.5†+		Offer Letter of Matthew A. Calderone dated December 2, 2025 (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form 10 filed on May 27, 2026)

10.6†+		Offer Letter of Scott Fredericks dated November 17, 2025 (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form 10 filed on May 27, 2026)


10.7†+		Offer Letter of Joseph S. LaFeir dated November 10, 2025 (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form 10 filed on May 27, 2026)

10.8†+		Offer Letter of Tasha Matharu dated January 21, 2026 (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form 10 filed on May 27, 2026)

10.9†		Mobility Global Inc. 2026 Long Term Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 filed on July 1, 2026)

10.10		Form of Indemnification Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form 10 filed on May 27, 2026)

10.11†		Retention Letter of Joseph S. LaFeir dated May 6, 2025 (incorporated by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form 10 filed on May 27, 2026)

10.12†		Retention Letter of Tasha Matharu dated August 7, 2025 (incorporated by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form 10 filed on May 27, 2026)

10.13		Revolving Credit Agreement by and among Mobility Global Inc. and the Lenders named therein dated May 6, 2026 (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form 10 filed on May 27, 2026)

10.14*		Indenture by and among Mobility Global Inc. and The Bank of New York Mellon Trust Company, N.A.

10.15*		First Supplemental Indenture by and among Mobility Global Inc. and The Bank of New York Mellon Trust Company, N.A.

10.16*		Registration Rights Agreement by and among Mobility Global Inc. and the Initial Purchasers named therein

10.17*†		Mobility Global Inc. Annual Incentive Plan, adopted as of June 24, 2026.

10.18*†		Mobility Global Inc. Executive Severance Plan, effective as of July 1, 2026.

21.1		Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Registrant’s Registration Statement on Form 10 filed on May 27, 2026)

31.1*		Certification of the principal executive officer pursuant to Rule 13a – 14(a).

31.2*		Certification of the principal financial officer pursuant to Rule 13a – 14(a).

32.1**		Certification of the principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of the principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document - the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		The cover page from Mobility Global Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in Inline XBRL (included within the Exhibit 101 attachments


	Mobility Global Inc.

	By:	/s/ Matthew A. Calderone

		Name: Matthew A. Calderone
		Title: Chief Financial Officer (on behalf of the registrant and as principal financial officer)

Date: August 7, 2026


		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	2
	Unaudited Condensed Combined Financial Statements:
	Condensed Combined Statements of Operations for the three and six months ended June 30, 2026 and 2025	2
	Condensed Combined Statements of Comprehensive Income for the three and six months ended June 30, 2026 and 2025	3
	Condensed Combined Balance Sheets as of June 30, 2026 and December 31, 2025	4
	Condensed Combined Statements of Cash Flows for the six months ended June 30, 2026 and 2025	5
	Condensed Combined Statements of Equity for the three and six months ended June 30, 2026 and 2025	6
	Notes to the Condensed Combined Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	29
Item 4.	Controls and Procedures	29

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	30

Signatures		32


	Three Months Ended June 30,		Six Months Ended June 30,
(in millions, except per share data)	2026	2025	2026	2025
Revenue	$468	$439	$923	$859
Expenses:
Operating-related expenses	134	132	270	259
Selling and general expenses	175	134	335	265
Depreciation	3	3	7	7
Amortization of intangibles	74	74	148	148
Total expenses	386	343	760	679
Operating profit	82	96	163	180
Interest expense, net	7	4	10	7
Income before provision for income taxes	75	92	153	173
Provision for income taxes	22	27	45	50
Net income	$53	$65	$108	$123
Net income per common share
Basic	$0.18	$0.22	$0.37	$0.42
Diluted	$0.18	$0.22	$0.37	$0.42