Form 8-K

8-K — MOODYS CORP /DE/

Accession: 0001628280-26-026383

Filed: 2026-04-22

Period: 2026-04-22

CIK: 0001059556

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

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — mco-20260422.htm (Primary)

EX-99.1 (a1q26earningsrelease.htm)

GRAPHIC (moodyslogo.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: mco-20260422.htm · Sequence: 1

mco-20260422

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

__________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 22, 2026

MOODY’S CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware 1-14037 13-3998945

(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

7 World Trade Center at 250 Greenwich Street

New York, New York 10007

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 553-0300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

☐

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

☐

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

☐

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

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

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, par value $0.01 per share MCO New York Stock Exchange

1.75% Senior Notes Due 2027 MCO 27 New York Stock Exchange

0.950% Senior Notes Due 2030 MCO 30 New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

TABLE OF CONTENTS

ITEM 2.02

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

ITEM 7.01 REGULATION FD DISCLOSURE 3

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS 3

SIGNATURES 4

EXHIBIT 99.1

Item 2.02, "Results of Operations and Financial Condition"

On April 22, 2026, Moody's Corporation (the "Registrant") announced its financial results for the quarter ended March 31, 2026, as well as its outlook for 2026. A copy of the press release containing the announcement is included as Exhibit 99.1.

The information contained in this Current Report, including the exhibit hereto, is being furnished and shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into future filings under the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.

Item 7.01, "Regulation FD Disclosure"

The information set forth under Item 2.02, "Results of Operations and Financial Condition" is incorporated herein by reference.

Item 9.01, "Financial Statements and Exhibits"

(d) Exhibits

99.1

Press release of Moody's Corporation dated April 22, 2026, announcing results for the quarter ended March 31, 2026.

104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MOODY'S CORPORATION

By: /s/ Elizabeth M. McCarroll

Elizabeth M. McCarroll

Managing Director – Corporate Governance, Securities and Corporate Secretary

Date: April 22, 2026

EX-99.1

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Document

MOODY'S CORPORATION ACHIEVED RECORD RESULTS FOR FIRST QUARTER 2026

NEW YORK, NY - April 22, 2026 - Moody's Corporation (NYSE: MCO) today announced results for the first quarter 2026 and updated select metrics within its outlook for full-year 20261.

“Both MIS and MA delivered strong results this quarter with sustained growth and powerful operating leverage. MIS achieved record revenues of $1.2 billion on over $2 trillion in rated issuance and delivered an adjusted operating margin of 67%. MA continued its growth momentum with 8% ARR3 growth and 250 basis points of adjusted operating margin expansion. As AI adoption accelerates, it is driving demand for Moody’s decision-grade connected intelligence in high-stakes environments.”

— Rob Fauber, President and Chief Executive Officer, Moody’s Corporation

First Quarter 2026 Highlights

•MCO revenue of $2.1 billion increased 8% from the prior-year period, and 6% on an organic constant currency2 basis.

•MCO’s operating margin was 44.3%; MCO’s Adjusted Operating Margin2 expanded by 150 bps to 53.2%.

•Diluted EPS up 8% and Adjusted Diluted EPS2 up 13% from the prior-year period, powered by strong topline growth and operating leverage.

•Operating cash flow of $939 million up 24%; Free Cash Flow2 of $844 million up 26%.

•Accelerated capital returns: $1.7 billion share repurchases and dividends in the first quarter; raised full-year share repurchase guidance to approximately $2.5 billion1.

•Reaffirmed guidance for full-year 2026 MCO revenue growth1 in the high-single digit percent range and Adjusted Diluted EPS1 within the range of $16.40 to $17.00.

•Named Christina Kosmowski as CEO of Moody’s Analytics, effective June 2026.

First Quarter 2026 Financial Results

The following table summarizes the key financial performance measures for the first quarter of 2026.

Three Months Ended March 31,

Amounts in millions, except percentages and per share amounts 2026 2025 % Change

MCO Revenue $ 2,079 $ 1,924 8 %

MCO Operating Margin 44.3 % 44.0 % 30 bps

MCO Adjusted Operating Margin2

53.2 % 51.7 % 150 bps

MCO Diluted EPS $ 3.73 $ 3.46 8 %

MCO Adjusted Diluted EPS2

$ 4.33 $ 3.83 13 %

Operating Cash Flow $ 939 $ 757 24 %

Free Cash Flow2

$ 844 $ 672 26 %

MA Revenue $ 926 $ 859 8 %

MA Organic Constant Currency Revenue2

$ 899 $ 845 6 %

MA ARR3

$ 3,607 $ 3,343 8 %

MA Adjusted Operating Margin 32.5 % 30.0 % 250 bps

MIS Revenue $ 1,153 $ 1,065 8 %

MIS Transactional Revenue $ 790 $ 732 8 %

MIS Adjusted Operating Margin 66.7 % 66.0 % 70 bps

1 Guidance as of April 22, 2026. Refer to page 5 for table of all items for which the Company provides guidance and page 7 for disclosure regarding the assumptions used by the Company with respect to its guidance.

2 Refer to the tables at the end of this press release for reconciliations of the non-GAAP adjusted and organic constant currency measures to U.S. GAAP.

3 Refer to Table 10 at the end of this press release for the definition of and further information on the Annualized Recurring Revenue (ARR) metric.

SEGMENT RESULTS

Moody’s Analytics (MA)

•Revenue increased 8% compared to the prior-year period. Foreign currency translation favorably impacted revenue by 3%. Revenue increased by 6% on an organic constant currency2 basis.

•Recurring revenue increased 11% year-over-year, or 7% on an organic constant‑currency2 basis, and represented 98% of total MA revenue.

•Transactional revenue declined 54% year-over-year reflecting the impact of the Learning Solutions divestiture as well as MA’s ongoing shift towards subscription-based solutions.

•ARR3 increased 8% year-over-year to $3.6 billion, led by Decision Solutions which increased 10% year-over-year.

The following table summarizes MA revenue, revenue growth and organic constant currency2 revenue growth by line of business and the split between recurring and transaction revenue for the first quarter of 2026.

Three Months Ended March 31,

% Change

Amounts in millions, except percentages 2026 2025

Revenue

Organic Constant Currency2

Decision Solutions

Banking $ 133 $ 141 (6) % 3 %

Insurance $ 181 $ 163 11 % 9 %

KYC $ 118 $ 101 17 % 11 %

Total Decision Solutions $ 432 $ 405 7 % 7 %

Research and Insights $ 255 $ 236 8 % 6 %

Data and Information $ 239 $ 218 10 % 5 %

Total MA Revenue $ 926 $ 859 8 % 6 %

Total MA Recurring Revenue $ 909 $ 822 11 % 7 %

Total MA Transaction Revenue $ 17 $ 37 (54) %

n/m4

The following table summarizes MA ARR3 and ARR growth by line of business as of March 31, 2026.

Amounts in millions, except percentages

March 31, 2026

Growth

Decision Solutions

Banking $ 422 10 %

Insurance 706 7 %

KYC 473 13 %

Total Decision Solutions $ 1,601 10 %

Research and Insights 1,027 7 %

Data and Information 979 6 %

Total MA ARR $ 3,607 8 %

4 n/m: not meaningful.

Moody’s Investors Service (MIS)

•Revenue increased 8% compared to the prior-year period, marking the highest quarter on record. Foreign currency translation favorably impacted MIS revenue by 2%.

•Record first quarter Investment Grade issuance, with a number of jumbo transactions driven by strong investor demand and increased AI‑related financing from hyperscalers.

•Leveraged loan revenue declined year-over-year, reflecting a more cautious market environment late in the quarter as well as relatively lower, though still robust, repricing activity.

•Infrastructure Finance posted its strongest quarter since 2020, delivering the second‑highest quarterly issuance, supported by significant infrastructure funding needs and rising AI and data‑center‑related activity.

•Financial Institutions growth was driven by recurring revenue from Banking issuers, as well as Private Credit activity.

The following table summarizes MIS revenue and revenue growth by line of business and the split between recurring and transaction revenue for the first quarter of 2026.

Three Months Ended March 31,

Amounts in millions, except percentages 2026 2025 % Change

Corporate Finance $ 633 $ 564 12 %

Structured Finance $ 137 $ 138 (1) %

Financial Institutions $ 194 $ 191 2 %

Public, Project and Infrastructure Finance $ 176 $ 163 8 %

Total ratings revenue $ 1,140 $ 1,056 8 %

MIS Other $ 13 $ 9 44 %

Total MIS $ 1,153 $ 1,065 8 %

Total MIS Recurring Revenue $ 363 $ 333 9 %

Total MIS Transaction Revenue $ 790 $ 732 8 %

The following table summarizes changes in MIS revenue, transaction revenue and rated issuance volume for the first quarter of 2026.

Three Months Ended March 31, 2026

% Change

Revenue

Transaction Revenue

Rated Issuance Volume

Investment Grade

33 % 32 %

High Yield

31 % 21 %

Leveraged Loans

(13) % (13) %

Corporate Finance

12 % 13 % 9 %

Structured Finance (1) % (5) % (5) %

Financial Institutions 2 % (4) % 6 %

Public, Project and Infrastructure Finance 8 % 7 % 4 %

Total MIS 8 % 8 % 6 %

OPERATING EXPENSES AND MARGIN

•Operating expenses grew 7% compared to the prior-year period, including 3% related to a reserve for an international non‑income tax obligation and a 2% unfavorable impact from foreign currency translation.

•MCO’s operating margin was 44.3%. MCO’s adjusted operating margin2 expanded by 150 bps to 53.2%.

•MA’s adjusted operating margin was 32.5%, up 250 bps from the prior-year period, reflecting strong revenue growth and ongoing cost and efficiency initiatives.

•MIS’s adjusted operating margin was 66.7%, up 70 bps from the prior-year period, reflecting the operating leverage of the business.

•Foreign currency translation had an immaterial impact on MCO’s operating and adjusted operating margins2.

CAPITAL RETURN

•Moody’s returned approximately $1.7 billion to shareholders, including $1.5 billion in share repurchases and $185 million in dividends.

•On April 20, 2026, the Moody’s Board of Directors declared a regular quarterly dividend of $1.03 per share of MCO Common Stock. The dividend will be payable on June 5, 2026, to shareholders of record at the close of business on May 15, 2026.

OUTLOOK

Moody’s updated outlook for full year 2026, as of April 22, 2026, reflects assumptions about numerous factors that could affect its business and is based on currently available information reviewed by management through, and as of, today’s date. For a complete list of these assumptions, please refer to “Assumptions” on page 7 of this earnings release.

Full Year 2026 Moody's Corporation Guidance as of April 22, 2026

Moody's Corporation (MCO)

Last Publicly Disclosed Guidance Current Guidance

Revenue

Increase in the high-single-digit percent range

Operating Expenses

Increase in the mid-single-digit percent range

Operating Margin

45% to 46%

Approximately 45%

Adjusted Operating Margin (1)

52% to 53%

Interest Expense, Net

$210 to $230 million

$220 to $240 million

Non-operating (Expense)/Income (2)

($180 to $200 million)

$70 to $90 million

Effective Tax Rate

23% to 25%

Diluted EPS

$15.00 to $15.60

$16.00 to $16.60

Adjusted Diluted EPS (1)

$16.40 to $17.00

Operating Cash Flow

$3.25 to $3.45 billion

Free Cash Flow (1)

$2.8 to $3.0 billion

Share Repurchases

Approximately $2.0 billion

(subject to available cash, market conditions, M&A opportunities

and other ongoing capital allocation decisions)

Approximately $2.5 billion

(subject to available cash, market conditions, M&A opportunities

and other ongoing capital allocation decisions)

Moody's Analytics (MA) Last Publicly Disclosed Guidance Current Guidance

MA Revenue

Increase in the mid-single-digit percent range

MA Organic Constant Currency Revenue (3)

Increase in the high-single-digit percent range

ARR (4)

Increase in the high-single-digit percent range

MA Adjusted Operating Margin

34% to 35%

Moody's Investors Service (MIS) Last Publicly Disclosed Guidance Current Guidance

MIS Revenue Increase in the high-single-digit percent range

MIS Adjusted Operating Margin Approximately 65%

NC - There is no difference between the Company’s current guidance and the last publicly disclosed guidance for this item.

Note: All current guidance as of April 22, 2026. Given the close proximity of the anticipated closing date to the date of the filing of this document, the Company included in the current guidance the expected impact of the pending divestiture of the MA Regulatory Solutions business.

(1) These metrics are adjusted measures. See below for reconciliation of these measures to their comparable U.S. GAAP measure.

(2) Non-operating expense is inclusive of net interest expense and, as of April 22, 2026, includes an expected gain from the anticipated divestiture of the MA Regulatory Solutions business (expected to close in the second quarter of 2026).

(3) Refer to Table 9 within this earnings release for the definition of organic constant currency revenue. See below for reconciliation of this measure to its comparable U.S. GAAP measure.

(4) Refer to Table 10 within this earnings release for the definition of and further information on the ARR metric.

The following are reconciliations of the Company's adjusted forward-looking measures to their comparable U.S. GAAP measure. Refer to Table 7 and Table 11 for more details on the rationale for the excluded items below:

Projected for the Year Ended December 31, 2026

Operating margin guidance

Approximately 45%

Depreciation and amortization

Approximately 6%

Restructuring

Approximately 1%

Reserve for international non-income tax obligation

Approximately 0.5%

Adjusted Operating Margin guidance

52% to 53%

Projected for the Year Ended December 31, 2026

Operating cash flow guidance $3.25 to $3.45 billion

Less: Capital expenditures (5)

Approximately $450 million

Free Cash Flow guidance

$2.8 to $3.0 billion

Projected for the Year Ended December 31, 2026

Diluted EPS guidance

$16.00 to $16.60

Acquisition-related intangible amortization

Approximately $0.90

Restructuring

Approximately $0.40

Reserve for international non-income tax obligation

Approximately $0.25

Duplicative rent - NY HQ (6)

Approximately $0.10

Gain on divestiture of business

Approximately ($1.25)

Adjusted Diluted EPS guidance

$16.40 to $17.00

Projected for the Year Ended December 31, 2026

MA Revenue

Increase in the mid-single-digit percent range

Inorganic revenue from acquisitions and divestitures (7)

Approximately 4%

FX impact

Approximately (0.5)%

MA Organic Constant Currency Revenue

Increase in the high-single-digit percent range

The following reconciles the drivers of projected MCO Operating Expense growth:

Current Guidance

FY 2026 Operating Expenses Increase in the mid-single-digit percent range

Operating Growth

2.5 to 3.5%

Incentive and Stock-Based Compensation Approximately 1%

Depreciation and Amortization Approximately 1%

Reserve for international non-income tax obligation and duplicative rent

Approximately 1%

Acquired and Divested Companies Approximately (1.5)%

(5) Approximately $100 million in incremental capital expenditures is associated with office relocations in New York and London.

(6) Reflects duplicative rent expense related to the transition to Moody’s new global headquarters. Relocations of Moody’s global headquarters have been infrequent, and accordingly, this duplicative rent does not reflect the Company’s ongoing operating cost structure.

(7) Primarily relates to the impact from the divestitures of MA’s Learning and Regulatory Solutions businesses.

ASSUMPTIONS

Moody’s updated outlook for full year 2026, as of April 22, 2026, reflects assumptions about numerous factors that could affect its business and is based on currently available information reviewed by management through, and as of, today’s date. These assumptions include, but are not limited to, the effects of current economic conditions, including tariff and trade policies, the effects of interest rates, inflation, foreign currency exchange rates, capital markets’ liquidity, and activity in different sectors of the debt markets. Except to the extent specifically stated otherwise, this outlook does not take into account any acquisitions or dispositions that have not closed prior to the date of this release. This outlook also reflects uncertainties about global GDP growth and could be affected by the impact of changes in international economic conditions, geopolitical events, and international trade and economic policies. Actual full year 2026 results could differ materially from Moody’s current outlook.

This outlook incorporates various specific macroeconomic assumptions, including:

Full Year 2026 Moody's Corporation Guidance as of April 22, 2026

Forecasted Item Last Publicly Disclosed Assumption Current Assumption

U.S. GDP (1) growth

1.5% - 2.5%

NC (2)

Euro area GDP (1) growth

1.0% - 2.0%

NC (2)

Global GDP (1) growth

2.0% - 3.0%

NC (2)

Global policy rates

Monetary policy is close to neutral. Expecting one to two cuts to the Federal Funds Rate in 2026. The European Central Bank (ECB) will maintain its current policy stance

U.S. rate cut expectations pushed out to end of year or beyond; chance of a hike if conflict extends and spurs inflation

U.S. high yield spreads

To widen to around 470 bps over the next 12 months, close to historical average of around 500 bps

To widen to around 460 bps over the next 12 months, close to historical average of around 500 bps

U.S. inflation rate

2.0% to 3.0%

NC (3)

Euro area inflation rate

Around 2.0%

Above 2.0% (3)

U.S. unemployment rate 4.0% to 5.0% during 2026

Global speculative grade default rate

To fall below 3% by year-end

To finish at around 3% by year-end

Global MIS rated issuance

Increase in the low-single-digit percent range

GBP/USD exchange rate

$1.35 for the full year

$1.32 for the remainder of the year

EUR/USD exchange rate

$1.17 for the full year

$1.15 for the remainder of the year

NC - There is no difference between the Company’s current guidance and the last publicly disclosed guidance for this item.

Note: All current assumptions are as of April 22, 2026. Due to the close proximity of the anticipated closing date the current guidance includes the expected impact of the pending divestiture of the MA Regulatory Solutions business.

(1) GDP growth represents real GDP.

(2) Downside risk from the conflict in the Middle East to undermine the ongoing economic expansion.

(3) Upside risk from sustained high energy prices.

ABOUT MOODY’S CORPORATION

In a world shaped by increasingly interconnected risks, Moody’s (NYSE:MCO) data, insights, and innovative technologies help customers develop a holistic view of their world and unlock opportunities. With a rich history of experience in global markets and a diverse workforce of approximately 16,000 across more than 40 countries, Moody’s gives customers the comprehensive perspective needed to act with confidence and thrive. Learn more at moodys.com.

“SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Certain statements contained in this document are forward-looking statements and are based on future expectations, plans and prospects for Moody’s business and operations that involve a number of risks and uncertainties. Such statements involve estimates, projections, goals, forecasts, assumptions and uncertainties that could cause actual results or outcomes to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements. The forward-looking statements and other information in this document are made as of the date hereof, and Moody’s undertakes no obligation (nor does it intend) to publicly supplement, update or revise such statements on a going-forward basis, whether as a result of subsequent developments, changed expectations or otherwise, except as required by applicable law or regulation. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Moody’s is identifying certain factors that could cause actual results to differ, perhaps materially, from those indicated by these forward-looking statements. Those factors, risks and uncertainties include, but are not limited to: the uncertain effects of U.S. and foreign government actions affecting international trade and economic policy, including changes and volatility in tariffs and trade policies and retaliatory actions, on credit markets, customers and customer retention, and demand for our products and services; the impact of general economic conditions (including significant government debt and deficit levels, and inflation or recessions and related monetary policy actions by governments in response thereto) on worldwide credit markets and on economic activity, including on the level of merger and acquisition activity, and their effects on the volume of debt and other securities issued in domestic and/or global capital markets; the uncertain effects of U.S. and foreign government initiatives and monetary policy to respond to the current economic climate, including instability of financial institutions, credit quality concerns, and other potential impacts of volatility in financial and credit markets; the impact of geopolitical events and actions, such as the Russia-Ukraine military conflict, military conflicts in the Middle East, and tensions between India and Pakistan, and of tensions and disputes in political and global relations, on volatility in world financial markets, on general economic conditions and GDP in the U.S. and worldwide and on Moody’s own operations and personnel; other matters that could affect the volume of debt and other securities issued in domestic and/or global capital markets, including regulation, increased utilization of technologies that have the potential to intensify competition and accelerate disruption and disintermediation in the financial services industry, as well as the number of issuances of securities without ratings or securities which are rated or evaluated by non-traditional parties; the level of merger and acquisition activity in the U.S. and abroad; the impact of MIS’s withdrawal of its credit ratings on countries or entities within countries and of Moody’s no longer conducting commercial operations in countries where political instability warrants such actions; concerns in the marketplace affecting our credibility or otherwise affecting market perceptions of the integrity or utility of independent credit agency ratings; the introduction or development of competing and/or emerging technologies and products; pricing pressure from competitors and/or customers; the level of success of new product development and global expansion; the impact of regulation as an NRSRO, the potential for new U.S., state and local legislation and regulations; the potential for increased competition and regulation in the jurisdictions in which we operate, including the EU; exposure to litigation related to our rating opinions, as well as any other litigation, government and regulatory proceedings, investigations and inquiries to which Moody’s may be subject from time to time; provisions in U.S. legislation modifying the pleading standards and EU regulations modifying the liability standards applicable to CRAs in a manner adverse to CRAs; provisions of EU regulations imposing additional procedural and substantive requirements on the pricing of services and the expansion of supervisory remit to include non-EU ratings used for regulatory purposes; uncertainty regarding the future relationship between the U.S. and China; the possible loss of key employees and the impact of the global labor environment; failures or malfunctions of our operations and infrastructure; any vulnerabilities to cyber threats or other cybersecurity concerns; the timing and effectiveness of our restructuring programs; currency and foreign exchange volatility; the outcome of any review by tax authorities of Moody’s global tax planning initiatives; exposure to potential criminal sanctions or civil remedies if Moody’s fails to comply with foreign and U.S. laws and regulations that are applicable in the jurisdictions in which Moody’s operates, including data protection and privacy laws, sanctions laws, anti-corruption laws, and local laws prohibiting corrupt payments to government officials; the impact of mergers, acquisitions, or other business combinations and the ability of Moody’s to successfully integrate acquired businesses; the level of future cash flows; the levels of capital investments; and a decline in the demand for credit risk management tools by financial institutions, corporate or government entities. These factors, risks and uncertainties as well as other risks and uncertainties that could cause Moody’s actual results to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements are described in greater detail under “Risk Factors” in Part I, Item 1A of Moody’s annual report on Form 10-K for the year ended December 31, 2025, and in other filings made by the Company from time to time with the SEC or in materials incorporated herein or therein. Stockholders and investors are cautioned that the occurrence of any of these factors, risks and uncertainties may cause the Company’s actual results to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements, which could have a material and adverse effect on the Company’s business, results of operations and financial condition. New factors may emerge from time to time, and it is not possible for the Company to predict new factors, nor can the Company assess the potential effect of any new factors on it. Forward-looking and other statements in this document may also address our corporate responsibility progress, plans, and goals (including sustainability and environmental matters), and the inclusion of such statements is not an indication that these contents are necessarily material to investors or required to be disclosed in the Company’s filings with the Securities and Exchange Commission. In addition, historical, current, and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

Table 1 - Consolidated Statements of Operations (Unaudited)

Three Months Ended

March 31,

Amounts in millions, except per share amounts 2026 2025

Revenue $ 2,079 $ 1,924

Expenses:

Operating 531 491

Selling, general and administrative

477 439

Depreciation and amortization 122 113

Restructuring 27 33

Charges related to asset abandonment — 2

Total expenses 1,157 1,078

Operating income 922 846

Non-operating (expense) income, net

Interest expense, net (66) (61)

Other non-operating income, net

14 19

Total non-operating (expense) income, net (52) (42)

Income before provision for income taxes 870 804

Provision for income taxes(1)

209 179

Net income attributable to Moody's

$ 661 $ 625

Earnings per share attributable to Moody's common shareholders

Basic $ 3.74 $ 3.47

Diluted $ 3.73 $ 3.46

Weighted average number of shares outstanding

Basic 176.8 180.0

Diluted 177.3 180.7

(1) The Effective Tax Rate (ETR) was 24.0%, higher than the 22.3%, primarily reflecting a decrease in Excess Tax Benefits related to stock-based compensation.

Table 2 - Condensed Consolidated Balance Sheet Data (Unaudited)

Amounts in millions March 31, 2026 December 31, 2025

ASSETS

Current assets:

Cash and cash equivalents $ 1,469 $ 2,384

Short-term investments 41 64

Accounts receivable, net of allowance for credit losses of $31 in 2026 and $29 in 2025

2,044 2,024

Other current assets 660 714

Total current assets 4,214 5,186

Property and equipment, net of accumulated depreciation of $1,626 in 2026 and $1,572 in 2025

735 722

Operating lease right-of-use assets 278 282

Goodwill 6,335 6,368

Intangible assets, net 1,805 1,866

Deferred tax assets, net 249 305

Other assets 1,116 1,101

Total assets $ 14,732 $ 15,830

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Accounts payable and accrued liabilities $ 1,153 $ 1,304

Current portion of operating lease liabilities 94 95

Current portion of long-term debt 576 —

Deferred revenue 1,820 1,582

Total current liabilities 3,643 2,981

Non-current portion of deferred revenue 54 56

Long-term debt 6,387 6,994

Deferred tax liabilities, net 311 315

Uncertain tax positions 164 158

Operating lease liabilities 256 262

Other liabilities 774 859

Total liabilities 11,589 11,625

Total Moody's shareholders' equity 2,994 4,054

Noncontrolling interests 149 151

Total shareholders' equity 3,143 4,205

Total liabilities, noncontrolling interests and shareholders' equity

$ 14,732 $ 15,830

Table 3 - Condensed Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended

March 31,

Amounts in millions 2026 2025

Cash flows from operating activities

Net income $ 661 $ 625

Reconciliation of net income to net cash provided by operating activities:

Depreciation and amortization 122 113

Stock-based compensation 58 56

Deferred income taxes 23 18

Non-cash restructuring and abandonment-related charges

1 3

Provision for credit losses on accounts receivable

4 5

Net changes in other operating assets and liabilities

70 (63)

Net cash provided by operating activities 939 757

Cash flows from investing activities

Capital additions (95) (85)

Purchases of investments (38) (41)

Sales and maturities of investments 66 551

Purchases of investments in non-consolidated affiliates

(1) (10)

Receipts from settlements of net investment hedges

— 32

Cash paid for acquisitions, net of cash acquired (23) (223)

Net cash (used in) provided by investing activities (91) 224

Cash flows from financing activities

Repayment of notes — (700)

Proceeds from stock-based compensation plans

13 23

Repurchase of shares related to stock-based compensation

(76) (53)

Treasury shares

(1,471) (373)

Dividends

(185) (195)

Net cash used in financing activities (1,719) (1,298)

Effect of exchange rate changes on cash and cash equivalents

(44) 48

(Decrease) increase in cash and cash equivalents (915) (269)

Cash and cash equivalents, beginning of period

2,384 2,408

Cash and cash equivalents, end of period

$ 1,469 $ 2,139

Table 4 - Non-Operating (Expense) Income, Net (Unaudited)

Three Months Ended

March 31,

Amounts in millions 2026 2025

Interest:

Income $ 12 $ 24

Expense on borrowings(1)

(55) (72)

Expense on UTPs and other tax related liabilities(2)

(16) (6)

Net periodic pension costs - interest component (7) (7)

Interest expense, net

$ (66) $ (61)

Other non-operating income, net:

FX losses

$ (6) $ (5)

Net periodic pension income - non-service and non-interest cost components 9 9

Income from investments in non-consolidated affiliates

14 11

Gain on investments 3 3

Other

(6) 1

Other non-operating income, net

$ 14 $ 19

Total non-operating (expense) income, net $ (52) $ (42)

(1) Expense on borrowings includes interest on long-term debt and realized gains/losses related to interest rate swaps and cross currency swaps.

(2) Interest expense on UTPs and other tax related liabilities in 2026 includes interest accrued relating to a reserve pursuant to an international non-income tax obligation.

Table 5 - Financial Information by Segment (Unaudited)

The table below shows revenue and Adjusted Operating Income by reportable segment. Adjusted Operating Income is a financial metric utilized by the Company’s chief operating decision maker to assess the profitability of each reportable segment.

Three Months Ended March 31,

2026

2025

Amounts in millions MA MIS Eliminations Consolidated MA MIS Eliminations Consolidated

Total external revenue $ 926

$ 1,153

$ —

$ 2,079

$ 859 $ 1,065

$ —

$ 1,924

Intersegment revenue 3 51 (54) — 3 49 (52) —

Total revenue 929 1,204 (54) 2,079 862 1,114 (52) 1,924

Compensation expense

374 307 — 681 362 280 — 642

Non-compensation expense

202 91 — 293 192 96 — 288

Intersegment expense

51 3 (54) — 49 3 (52) —

Total

627 401 (54) 974 603 379 (52)

930

Adjusted Operating Income $ 302 $ 803 $ — $ 1,105 $ 259 $ 735 $ — $ 994

Adjusted Operating Margin 32.5 % 66.7 % 53.2 % 30.0 % 66.0 % 51.7 %

Depreciation and amortization 100

—

122

94 19

—

113

Restructuring 20 7 — 27 26 7 — 33

Reserve for international non-income tax obligation

34 — — 34 — — — —

Charges related to asset abandonment

— — — — 2 — — 2

Operating income $ 922 $ 846

Operating margin 44.3 % 44.0 %

Non-operating (expense) income, net

(52) (42)

Income before provision for income taxes

$ 870 $ 804

Table 6 - Transaction and Recurring Revenue (Unaudited)

The following tables summarize the split between transaction revenue and recurring revenue. In the MA segment, recurring revenue represents subscription-based revenue and software maintenance revenue. Transaction revenue in MA represents revenue from one-time sales, including those from perpetual software license fees, software implementation services, risk management advisory projects, and training and certification services. In the MIS segment, excluding MIS Other, transaction revenue represents the initial rating of a new debt issuance, as well as other one-time fees, while recurring revenue represents recurring monitoring fees of a rated debt obligation and/or entities that issue such obligations, as well as revenue from programs such as commercial paper, medium-term notes and shelf registrations. In MIS Other, transaction revenue represents revenue from professional services, while recurring revenue represents financial instrument pricing services.

Three Months Ended March 31,

2026 2025

Amounts in millions Transaction Recurring Total Transaction Recurring Total

Decision Solutions

Banking

$ 6 $ 127 $ 133 $ 26 $ 115 $ 141

5 % 95 % 100 % 18 % 82 % 100 %

Insurance

$ 4 $ 177 $ 181 $ 6 $ 157 $ 163

2 % 98 % 100 % 4 % 96 % 100 %

KYC

$ — $ 118 $ 118 $ — $ 101 $ 101

— % 100 % 100 % — % 100 % 100 %

Total Decision Solutions

$ 10 $ 422 $ 432 $ 32 $ 373 $ 405

2 % 98 % 100 % 8 % 92 % 100 %

Research & Insights $ 3 $ 252 $ 255 $ 3 $ 233 $ 236

1 % 99 % 100 % 1 % 99 % 100 %

Data & Information $ 4 $ 235 $ 239 $ 2 $ 216 $ 218

2 % 98 % 100 % 1 % 99 % 100 %

Total MA $ 17 $ 909 $ 926 $ 37 $ 822 $ 859

2 % 98 % 100 % 4 % 96 % 100 %

Corporate Finance $ 484

$ 149 $ 633 $ 427 $ 137 $ 564

76 % 24 % 100 % 76 % 24 % 100 %

Structured Finance $ 74 $ 63 $ 137 $ 78 $ 60 $ 138

54 % 46 % 100 % 57 % 43 % 100 %

Financial Institutions $ 105 $ 89 $ 194 $ 109 $ 82 $ 191

54 % 46 % 100 % 57 % 43 % 100 %

Public, Project and Infrastructure Finance $ 124 $ 52 $ 176 $ 116 $ 47 $ 163

70 % 30 % 100 % 71 % 29 % 100 %

MIS Other $ 3 $ 10 $ 13 $ 2 $ 7 $ 9

23 % 77 % 100 % 22 % 78 % 100 %

Total MIS $ 790 $ 363 $ 1,153 $ 732 $ 333 $ 1,065

69 % 31 % 100 % 69 % 31 % 100 %

Total Moody's Corporation $ 807 $ 1,272 $ 2,079 $ 769 $ 1,155 $ 1,924

39 % 61 % 100 % 40 % 60 % 100 %

Table 7 - Adjusted Operating Income and Adjusted Operating Margin (Unaudited)

The Company presents Adjusted Operating Income and Adjusted Operating Margin because management deems these metrics to be useful measures to provide additional perspective on Moody's operating performance. Adjusted Operating Income excludes the impact of: i) depreciation and amortization; ii) restructuring charges/adjustments, iii) charges related to asset abandonment and iv) a reserve for an international non-income tax obligation. Depreciation and amortization are excluded because companies utilize productive assets of different estimated useful lives and use different methods of acquiring and depreciating productive assets. Restructuring charges/adjustments and charges related to asset abandonment, which the Company believes are not reflective of its ongoing operating cost structure, are excluded as the frequency and magnitude of these charges may vary widely across periods and companies. The reserve for an international non-income tax obligation is excluded because the Company believes it is not indicative of its ongoing operating cost structure.

Management believes that the exclusion of the aforementioned items, as detailed in the reconciliation below, allows for an additional perspective on the Company’s operating results from period to period and across companies. The Company defines Adjusted Operating Margin as Adjusted Operating Income divided by revenue.

Below is a reconciliation of these measures to their most directly comparable U.S. GAAP measures:

Three Months Ended March 31,

Amounts in millions 2026 2025

Operating income $ 922 $ 846

Depreciation and amortization 122 113

Restructuring 27 33

Reserve for international non-income tax obligation

34 —

Charges related to asset abandonment — 2

Adjusted Operating Income $ 1,105 $ 994

Operating margin 44.3 % 44.0 %

Adjusted Operating Margin 53.2 % 51.7 %

Table 8 - Free Cash Flow (Unaudited)

The Company defines Free Cash Flow as net cash provided by operating activities minus cash paid for capital additions. Management believes that Free Cash Flow is a useful metric in assessing the Company’s cash flows to service debt, pay dividends and to fund acquisitions and share repurchases. Management deems capital expenditures essential to the Company’s product and service innovations and maintenance of Moody’s operational capabilities. Accordingly, capital expenditures are deemed to be a recurring use of Moody’s cash flow.

Below is a reconciliation of the Company’s net cash flows from operating activities to Free Cash Flow:

Three Months Ended March 31,

Amounts in millions 2026 2025

Net cash provided by operating activities $ 939 $ 757

Capital additions (95) (85)

Free Cash Flow $ 844 $ 672

Net cash (used in) provided by investing activities $ (91) $ 224

Net cash used in financing activities $ (1,719) $ (1,298)

The increase in both operating cash flow and Free Cash Flow2 was primarily driven by higher operating income in both segments.

Table 9 - Organic Constant Currency Revenue Growth (Unaudited)

The Company presents organic constant currency revenue growth as its non-GAAP measure of revenue growth. Management deems this measure to be useful in providing additional perspective in assessing the Company's revenue growth excluding both the inorganic revenue impacts from certain acquisition and divestiture activity completed within the last 12 months and the impacts of changes in foreign exchange rates. The Company calculates the dollar impact of foreign exchange as the difference between the translation of its current period non-USD functional currency results using comparative prior period weighted average foreign exchange translation rates and current year reported results.

Below is a reconciliation of the Company's reported revenue and growth (decline) rates to its organic constant currency revenue growth (decline) measures:

Three Months Ended March 31,

Amounts in millions 2026 2025 Change Growth

MCO revenue $ 2,079 $ 1,924 $ 155 8%

FX impact (46) — (46)

Inorganic revenue from acquisitions (5) — (5)

Divestitures

— (14) 14

Organic constant currency MCO revenue

$ 2,028 $ 1,910 $ 118 6%

MA revenue $ 926 $ 859 $ 67 8%

FX impact (25) — (25)

Inorganic revenue from acquisitions (2) — (2)

Divestitures

— (14) 14

Organic constant currency MA revenue

$ 899 $ 845 $ 54 6%

Decision Solutions revenue $ 432 $ 405 $ 27 7%

FX impact (10) — (10)

Inorganic revenue from acquisitions (2) — (2)

Divestitures

— (14) 14

Organic constant currency Decision Solutions revenue

$ 420 $ 391 $ 29 7%

Banking revenue

$ 133 $ 141 $ (8) (6)%

FX impact

(2) — (2)

Divestitures

— (14) 14

Organic constant currency Banking revenue

$ 131 $ 127 $ 4 3%

Insurance revenue

$ 181 $ 163 $ 18 11%

FX impact

(2) — (2)

Inorganic revenue from acquisitions

(2) — (2)

Organic constant currency Insurance revenue

$ 177 $ 163 $ 14 9%

KYC revenue

$ 118 $ 101 $ 17 17%

FX impact (6) — (6)

Organic constant currency KYC revenue

$ 112 $ 101 $ 11 11%

Research and Insights revenue $ 255 $ 236 $ 19 8%

FX impact (4) — (4)

Constant currency Research and Insights revenue

$ 251 $ 236 $ 15 6%

Data and Information revenue $ 239 $ 218 $ 21 10%

FX impact (11) — (11)

Constant currency Data and Information revenue

$ 228 $ 218 $ 10 5%

Three Months Ended March 31,

Amounts in millions 2026 2025 Change Growth

MA recurring revenue $ 909 $ 822 $ 87 11%

FX impact (25) — (25)

Inorganic recurring revenue from acquisitions (2) — (2)

Organic constant currency MA recurring revenue

$ 882 $ 822 $ 60 7%

Decision solutions recurring revenue

$ 422 $ 373 $ 49 13%

FX impact (10) — (10)

Inorganic recurring revenue from acquisitions (2) — (2)

Organic constant currency Decision Solutions recurring revenue

$ 410 $ 373 $ 37 10%

Banking recurring revenue

$ 127 $ 115 $ 12 10%

FX impact (2) — (2)

Organic constant currency Banking recurring revenue

$ 125 $ 115 $ 10 9%

Insurance recurring revenue

$ 177 $ 157 $ 20 13%

FX impact (2) — (2)

Inorganic recurring revenue from acquisitions (2) — (2)

Organic constant currency Insurance recurring revenue

$ 173 $ 157 $ 16 10%

KYC recurring revenue

$ 118 $ 101 $ 17 17%

FX impact (6) — (6)

Organic constant currency KYC recurring revenue

$ 112 $ 101 $ 11 11%

Research & Insights recurring revenue

$ 252 $ 233 $ 19 8%

FX impact (4) — (4)

Organic constant currency Research & Insights recurring revenue

$ 248 $ 233 $ 15 6%

Data & Information recurring revenue

$ 235 $ 216 $ 19 9%

FX impact

(11) — (11)

Organic constant currency Data & Information recurring revenue

$ 224 $ 216 $ 8 4%

MIS revenue

$ 1,153 $ 1,065 $ 88 8%

FX impact (21) — (21)

Inorganic revenue from acquisitions

(3) — (3)

Organic constant currency MIS revenue

$ 1,129 $ 1,065 $ 64 6%

Corporate Finance revenue $ 633 $ 564 $ 69 12%

FX impact (10) — (10)

Organic constant currency Corporate Finance revenue $ 623 $ 564 $ 59 10%

Structured Finance revenue $ 137 $ 138 $ (1) (1)%

FX impact (3) — (3)

Organic constant currency Structured Finance revenue $ 134 $ 138 $ (4) (3)%

Financial Institutions revenue $ 194 $ 191 $ 3 2%

FX impact (5) — (5)

Organic constant currency Financial Institutions revenue $ 189 $ 191 $ (2) (1)%

PPIF revenue $ 176 $ 163 $ 13 8%

FX impact (3) — (3)

Organic constant currency PPIF revenue $ 173 $ 163 $ 10 6%

Table 10 - Key Performance Metrics - Annualized Recurring Revenue (Unaudited)

The Company presents ARR on an organic constant currency basis for its MA business as a supplemental performance metric to provide additional insight on the estimated value of MA's recurring revenue contracts at a given point in time. The Company uses ARR to manage and monitor performance of its MA operating segment and believes that this metric is a key indicator of the trajectory of MA's recurring revenue base.

The Company calculates ARR by taking the total recurring contract value for each active renewable contract as of the reporting date, divided by the number of days in the contract and multiplied by 365 days to create an annualized value. The Company defines renewable contracts as subscriptions, term licenses, maintenance and renewable services. ARR excludes transaction sales including one-time training, services and perpetual licenses. In order to compare period-over-period ARR excluding the effects of foreign currency translation, the Company bases the calculation on currency rates utilized in its current year operating budget and holds these FX rates constant for the duration of all current and prior periods being reported. Additionally, to provide better perspective in assessing growth, the Company excludes from ARR contracts associated with acquisitions and divestitures completed within the last 12 months. Given the close proximity of the anticipated closing date to the date of this document, the Company excluded contracts associated with the MA Regulatory Solutions business from ARR to reflect the expected impact of the pending divestiture.

The Company’s definition of ARR may differ from definitions utilized by other companies reporting similarly named measures, and this metric should be viewed in addition to, and not as a substitute for, financial measures presented in accordance with GAAP.

Amounts in millions March 31, 2026 March 31, 2025 Change Growth

MA ARR

Banking $ 422 $ 382 $ 40 10%

Insurance 706 658 48 7%

KYC 473 419 54 13%

Total Decision Solutions

$ 1,601 $ 1,459 $ 142 10%

Research and Insights 1,027 964 63 7%

Data and Information 979 920 59 6%

Total MA ARR $ 3,607 $ 3,343 $ 264 8%

Table 11 - Adjusted Net Income and Adjusted Diluted EPS Attributable to Moody's Common Shareholders (Unaudited)

The Company presents Adjusted Net Income and Adjusted Diluted EPS because management deems these metrics to be useful measures to provide additional perspective on Moody’s operating performance. Adjusted Net Income and Adjusted Diluted EPS exclude the impact of: i) amortization of acquired intangible assets; ii) restructuring charges/adjustments; iii) charges related to asset abandonment; and iv) and a reserve for an international non-income tax obligation and related interest and penalties.

The Company excludes the impact of amortization of acquired intangible assets as companies utilize intangible assets with different estimated useful lives and have different methods of acquiring and amortizing intangible assets. These intangible assets were recorded as part of acquisition accounting and contribute to revenue generation. The amortization of intangible assets related to acquisitions will recur in future periods until such intangible assets have been fully amortized. Furthermore, the timing and magnitude of business combination transactions are not predictable and the purchase price allocated to amortizable intangible assets and the related amortization period are unique to each acquisition and can vary significantly from period to period and across companies. Restructuring charges/adjustments and charges related to asset abandonment, which the Company believes are not reflective of its ongoing operating cost structure, are excluded as the frequency and magnitude of these items may vary widely across periods and companies. The reserve for an international non-income tax obligation and related interest and penalties are excluded because the Company believes they are not indicative of its ongoing operating cost structure.

The Company excludes the aforementioned items to provide additional perspective when comparing net income and diluted EPS from period to period and across companies as the frequency and magnitude of similar transactions may vary widely across periods.

Below is a reconciliation of these measures to their most directly comparable U.S. GAAP measures:

Three Months Ended March 31,

Amounts in millions 2026 2025

Net Income attributable to Moody's common shareholders $ 661 $ 625

Pre-tax acquisition-related intangible amortization

$ 53 $ 53

Tax on acquisition-related intangible amortization

(13) (13)

Net acquisition-related intangible amortization

40 40

Pre-tax restructuring $ 27 $ 33

Tax on restructuring (6) (8)

Net restructuring 21 25

Pre-tax reserve for international non-income tax obligation and

related interest and penalties

$ 53 $ —

Tax on reserve for international non-income tax obligation and related

interest and penalties

(8) —

Net reserve for international non-income tax obligation and

related interest and penalties

45 —

Pre-tax charges related to asset abandonment $ — $ 2

Tax on charges related to asset abandonment — —

Net charges related to asset abandonment — 2

Adjusted Net Income $ 767 $ 692

Three Months Ended March 31,

2026 2025

Diluted earnings per share attributable to Moody's common shareholders $ 3.73 $ 3.46

Pre-tax acquisition-related intangible amortization

$ 0.30 $ 0.29

Tax on acquisition-related intangible amortization

(0.07) (0.07)

Net acquisition-related intangible amortization

0.23 0.22

Pre-tax restructuring $ 0.15 $ 0.18

Tax on restructuring (0.03) (0.04)

Net restructuring 0.12 0.14

Pre-tax reserve for international non-income tax obligation and

related interest and penalties

$ 0.30 $ —

Tax on reserve for international non-income tax obligation and related

interest and penalties

(0.05) —

Net reserve for international non-income tax obligation and

related interest and penalties

0.25 —

Pre-tax charges related to asset abandonment $ — $ 0.01

Tax on charges related to asset abandonment — —

Net charges related to asset abandonment — 0.01

Adjusted Diluted EPS $ 4.33 $ 3.83

Note: The tax impacts in the tables above were calculated using tax rates in effect in the jurisdiction for which the item relates.

TELECONFERENCE DETAILS

Date and Time

April 22, 2026, at 9:00 a.m. Eastern Time (ET).

Webcast

The webcast and its replay can be accessed through Moody’s Investor Relations website, ir.moodys.com, within “Events & Presentations.”

Dial In

U.S. and Canada

‘+1-800-715-9871

Other callers

‘+1-646-307-1963

Passcode 515 6491

Dial In Replay

A replay will be available immediately after the call on April 22, 2026 and until April 29, 2026.

U.S. and Canada

‘+1-800-770-2030

Other callers

‘+1-609-800-9909

Passcode 515 6491

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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