Form 8-K

8-K — S&P Global Inc.

Accession: 0001104659-26-064848

Filed: 2026-05-21

Period: 2026-05-20

CIK: 0000064040

SIC: 7320 (SERVICES-CONSUMER CREDIT REPORTING, COLLECTION AGENCIES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2614786d3_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2614786d3_ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

May 20, 2026

S&P Global

Inc.

(Exact Name of Registrant as specified in its charter)

New York

1-1023

13-1026995

(State or other jurisdiction

of incorporation or organization)

(Commission

File No.)

(IRS Employer

Identification No.)

55 Water Street, New York, New

York 10041

(Address of Principal Executive Offices) (Zip Code)

(212) 438-1000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol

Name of Exchange on which registered

Common stock (par value $1.00 per share)

SPGI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ¨

If an emerging

growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events

On May 20,

2026, the Board of Directors (the “Board”) of S&P Global Inc. (“S&P Global”) approved

the previously announced separation of its Mobility division (the “Separation”), which will be achieved through a pro rata

distribution of 100% of the outstanding shares of common stock of Mobility Global Inc. (“Mobility Global”) to the holders

of S&P Global common stock as of the record date of June 15, 2026 (the “record date”).

Each of S&P Global’s

shareholders as of the record date will be entitled to receive one share of Mobility Global common stock for every share of S&P Global

common stock held by such shareholder at the close of business on the record date. The distribution is expected to be effective at

12:01 a.m. New York City time on July 1, 2026. Following the Separation, Mobility Global will be

an independent, public company, and S&P Global will retain no ownership interest in Mobility Global.

The completion

of the distribution is subject to the satisfaction or waiver of certain customary conditions, including that Mobility Global’s

registration statement on Form 10 shall have been declared effective by the Securities and Exchange Commission and that no determination

will have been made by the Board that it is inadvisable to proceed with the distribution.

A copy of

the press release announcing these matters is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release issued by S&P Global Inc., dated May 21, 2026, announcing the approval of the separation of Mobility Global.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly

authorized.

Dated: May 21, 2026

S&P Global Inc.

By:

/s/ Judah Bareli

Judah Bareli

Vice President, Associate General Counsel & Corporate Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2614786d3_ex99-1.htm · Sequence: 2

Exhibit 99.1

S&P Global Announces Approval of Separation

of Mobility Global

NEW

YORK, May 21, 2026 - S&P Global Inc. (NYSE: SPGI) (“S&P Global’’) today announced that its Board of Directors

(the “Board”) has approved the previously announced separation of its Mobility division, and the creation of an independent,

public company, Mobility Global Inc. (“Mobility Global”).

The separation will be achieved

through a pro rata distribution of 100% of the outstanding shares of Mobility Global common stock to the holders of S&P

Global common stock. S&P Global shareholders will receive one share of Mobility Global common stock for every share of S&P Global

common stock held at the close of business on the record date of June 15, 2026 (the “record date”). The distribution

of Mobility Global shares is expected to be effective at 12:01 a.m. New York City time on July 1, 2026.

The holders of S&P Global

common stock entitled to receive the distribution will receive a book-entry account statement or a credit to their brokerage account reflecting

their ownership of Mobility Global common stock. No action is required by S&P Global shareholders to receive Mobility Global shares

in the distribution.

Fractional shares of Mobility

Global common stock will not be distributed. Any fractional share of Mobility Global common stock otherwise issuable to a holder of S&P

Global common stock will be sold in the open market on such shareholder’s behalf, and such shareholder will receive a cash payment

for the fractional share based on its pro rata portion of the net cash proceeds from all sales of fractional shares.

Prior to the distribution, S&P

Global expects to deliver an information statement to all shareholders entitled to receive the distribution. The information statement

will describe Mobility Global, including the risks of owning Mobility Global common stock and other details regarding the separation.

The completion of the distribution

is subject to a number of customary conditions, including that Mobility Global’s registration statement on Form 10 shall have been

declared effective by the Securities and Exchange Commission and that no determination will have been made by the Board that it is inadvisable

to proceed with the distribution.

S&P Global expects that

a “when-issued” public trading market for Mobility Global common stock will commence on or about June 26, 2026 under

the symbol “MBGL WI,” and will continue through June 30, 2026. S&P Global also anticipates that “regular-way”

trading of Mobility Global common stock will begin on July 1, 2026.

Beginning on or about June

26, 2026, and through June 30, 2026, it is expected that there will be two ways to trade S&P Global common stock – either with

or without the distribution of Mobility Global common stock. S&P Global shareholders who sell their shares of S&P Global common

stock in the “regular-way” market (that is, the normal trading market under the symbol “SPGI”) after June 26,

2026 and on or prior to June 30, 2026 will be selling their right to receive shares of Mobility Global common stock in connection with

the separation. Alternatively, S&P Global shareholders who sell their shares of S&P Global common stock in the “ex-distribution”

market during the same period under the symbol “SPGI WI” will not be selling their right to receive shares of Mobility Global

common stock in connection with the separation. Investors are encouraged to consult with their financial advisors regarding the specific

implications of buying or selling shares of S&P Global common stock on or before June 30, 2026.

Following the distribution,

Mobility Global will be an independent, public company. Mobility Global expects to receive authorization to list its common stock on the

New York Stock Exchange under the ticker symbol “MBGL”.

Goldman Sachs & Co. LLC and Morgan

Stanley & Co. LLC are serving as financial advisors and Davis Polk & Wardwell LLP is serving as legal counsel to

S&P Global.

About S&P Global

S&P Global (NYSE: SPGI) enables businesses, governments, and individuals

with trusted data, expertise and technology to make decisions with conviction. We are Advancing Essential Intelligence through world-leading

benchmarks, data, and insights that customers need in order to plan confidently, act decisively, and thrive in a rapidly changing global

landscape.

From helping

our customers assess new investments across the capital and commodities markets to navigating the energy expansion, acceleration of artificial

intelligence, and evolution of public and private markets, we enable the world’s leading organizations to unlock opportunities,

solve challenges, and plan for tomorrow – today. Learn more at www.spglobal.com.

Investor Relations: https://investor.spglobal.com

About Mobility Global

Mobility Global

is the world’s standard for mobility intelligence, providing critical data and analytics across the full vehicle lifecycle. Its

portfolio of trusted brands and products includes CARFAX, automotiveMastermind, Polk Automotive Solutions, and Market Scan, supporting

the world’s major automakers, suppliers, dealer groups, media, financial institutions, and consumers with data, forecast, insights,

technology, and innovation. Additional information about the planned separation is available at https://investor.spglobal.com.

Contacts:

S&P

Global Investor Relations:

Mark Grant

Senior Vice President, Investor Relations and Treasurer

Tel: +1 (347) 640-1521

mark.grant@spglobal.com

Media:

Christina Twomey

Chief Communications Officer, S&P Global

Tel: +1 (646) 407-3001

christina.twomey@spglobal.com

Mobility

Global Investor Relations:

Tejal Engman

Managing Director, Investor Relations

ir@mobilityglobal.com

Media:

mobilitycomms@spglobal.com

Forward-Looking Statements

This press release contains “forward-looking

statements,” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s

current views concerning future events, trends, contingencies or results, appear at various places in this press release and use words

like “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,”

“forecast,” “future,” “intend,” “plan,” “potential,” “predict,”

“project,” “strategy,” “target” and similar terms, and future or conditional tense verbs like “could,”

“may,” “might,” “should,” “will” and “would.” For example, management may

use forward-looking statements when addressing topics such as: the outcome of contingencies; future actions by regulators; changes in

the business strategies and methods of generating revenue of S&P Global Inc. (the “Company”); the development and performance

of the Company’s services and products; the expected impact of acquisitions and dispositions; the Company’s effective tax

rates; the Company’s cost structure, dividend policy, cash flows or liquidity; and the anticipated separation of S&P Global

Mobility (“Mobility”) into a standalone public company.

Forward-looking statements are subject to inherent

risks and uncertainties. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking

statements include, among other things:

· worldwide economic, financial, political, and regulatory conditions (including slower GDP growth or recession,

restrictions on trade (e.g., tariffs), instability in the banking sector and inflation), and factors that contribute to uncertainty and

volatility (e.g., supply chain risk), geopolitical uncertainty (including military conflict), natural and man-made disasters, civil unrest,

public health crises (e.g., pandemics), and conditions that result from legislative, regulatory, trade and policy changes, including from

the U.S. administration;

· the volatility and health of debt, equity, commodities, energy and automotive markets, including credit

quality and spreads, the composition and mix of credit maturity profiles, the level of liquidity and future debt issuances, equity flows

from active to passive, fluctuations in average asset prices in global equities, demand for investment products that track indices and

assessments and trading volumes of certain exchange traded derivatives;

· the demand and market for credit ratings in and across the sectors and geographies where the Company operates;

· the Company’s ability to maintain adequate physical, technical and administrative safeguards to

protect the security of confidential information and data, or protect against a system or network disruption that results in regulatory

penalties and remedial costs or improper disclosure of confidential information or data;

· the outcome of litigation, government and regulatory proceedings, investigations and inquiries;

· concerns in the marketplace affecting the Company’s credibility or otherwise affecting market perceptions

of the integrity or utility of independent credit ratings, benchmarks, indices and other services;

· the level of merger and acquisition activity in the United States and abroad;

· the level of the Company’s future cash flows and capital investments;

· the effect of competitive products (including those incorporating artificial intelligence (“AI”))

and pricing, including the level of success of new product developments and global expansion;

· the impact of customer cost-cutting pressures;

· a decline in the demand for our products and services by our customers and other market participants;

· our ability to develop new products or technologies, to integrate our products with new technologies (e.g.,

AI), or to compete with new products or technologies offered by new or existing competitors;

· the introduction of competing products (including those developed by AI) or technologies by other companies;

· our ability to protect our intellectual property from unauthorized use and infringement, including by

others using AI technologies, and to operate our business without violating third-party intellectual property rights, including through

our own use of AI in our products and services;

· our ability to attract, incentivize and retain key employees, especially in a competitive business environment;

· our ability to successfully navigate key organizational changes;

· the continuously evolving regulatory environment in Europe, the United States and elsewhere around the

globe affecting each of our businesses and the products they offer, and our compliance therewith;

· the Company’s exposure to potential criminal sanctions or civil penalties for noncompliance with

foreign and U.S. laws and regulations that are applicable in the jurisdictions in which it operates, including sanctions laws relating

to countries such as Iran, Russia and Venezuela, anti-corruption laws such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery

Act of 2010, and local laws prohibiting corrupt payments to government officials, as well as import and export restrictions;

· the Company’s ability to make acquisitions and dispositions and successfully integrate the businesses

we acquire;

· consolidation of the Company’s customers, suppliers or competitors;

· the ability of the Company, and its third-party service providers, to maintain adequate physical and technological

infrastructure;

· the Company’s ability to successfully recover from a disaster or other business continuity problem,

such as an earthquake, hurricane, flood, civil unrest, protests, military conflict, terrorist attack, outbreak of pandemic or contagious

diseases, security breach, cyber attack, data breach, power loss, telecommunications failure or other natural or man-made event;

· the impact on the Company’s revenue and net income caused by fluctuations in foreign currency exchange

rates;

· the impact of changes in applicable tax or accounting requirements on the Company;

· the separation of Mobility not being consummated within the anticipated time period or at all;

· the ability of the separation of Mobility to qualify for tax-free treatment for U.S. federal income tax

purposes;

· any disruption to the Company’s business in connection with the proposed separation of Mobility;

· any loss of synergies from separating the businesses of Mobility and the Company that adversely impact

the results of operations of both businesses, or the companies resulting from the separation of Mobility not realizing all of the expected

benefits of the separation; and

· following the separation of Mobility, the combined value of the common stock of the two publicly-traded

companies not being equal to or greater than the value of the Company’s common stock had the separation not occurred.

The factors noted above are not exhaustive. The Company

and its subsidiaries operate in a dynamic business environment in which new risks emerge frequently. Accordingly, the Company cautions

readers not to place undue reliance on any forward-looking statements, which speak only as of the dates on which they are made. The Company

undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on

which it is made, except as required by applicable law. Further information about the Company’s businesses, including information

about factors that could materially affect its results of operations and financial condition, is contained in the Company’s filings

with the SEC, including Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K.

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