Form 8-K

8-K — S&P Global Inc.

Accession: 0001104659-26-063972

Filed: 2026-05-20

Period: 2026-05-19

CIK: 0000064040

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

Item: Other Events

Item: Financial Statements and Exhibits

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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 19, 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

May 19, 2026, S&P Global Inc. (the “Company”) issued a press release pursuant to Rule 135c of the U.S. Securities

Act of 1933, as amended (the “Securities Act”), announcing the pricing of the private offering of $650,000,000 aggregate

principal amount of 5.050% senior notes due 2029 (the “2029 Notes”), $650,000,000 aggregate principal amount of 5.450%

senior notes due 2031 (the “2031 Notes”) and $700,000,000 aggregate principal amount of 6.050% senior notes due 2036 (the

“2036 Notes” and, together with the 2029 Notes and the 2031 Notes, the “Notes”) by Mobility Global Inc. ahead

of its planned separation.

The

Notes are being offered for sale to persons reasonably believed to be qualified institutional buyers in an offering exempt from registration

pursuant to Rule 144A under the Securities Act, and to persons outside the United States in compliance with Regulation S under the Securities

Act. The offering is expected to close on May 29, 2026, subject to customary closing conditions. Mobility Global Inc. is a recently

formed holding company for the Company’s Mobility division, which the Company intends to separate from its current business by means

of a spin-off to its shareholders. In accordance with Rule 135c(d) under the Securities Act, a copy of the press release is attached

hereto as Exhibit 99.1, which is incorporated herein by reference.

Neither this Current Report on Form 8-K nor the press

release attached hereto as Exhibit 99.1 constitutes an offer to sell or the solicitation of an offer to buy any security and shall not

constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. Any offers

of the securities will be made only by means of a private offering memorandum.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release issued by S&P Global Inc., dated May 19, 2026.

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 19, 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: tm2614786d2_ex99-1.htm · Sequence: 2

Exhibit 99.1

S&P Global Announces Pricing of $2,000,000,000

Private Offering of Senior Notes by Mobility Global Inc. Ahead of Planned Separation

NEW

YORK, MAY 19, 2026 – S&P Global Inc. (“S&P Global”) (NYSE:SPGI), today announced the pricing

of a private offering of $650,000,000 aggregate principal amount of 5.050% senior notes due 2029 (the “2029 Notes”), $650,000,000

aggregate principal amount of 5.450% senior notes due 2031 (the “2031 Notes”) and $700,000,000 aggregate principal amount

of 6.050% senior notes due 2036 (the “2036 Notes” and, together with the 2029 Notes and the 2031 Notes, the “Notes”)

by Mobility Global Inc. (“Mobility Global” or the “Issuer”). The Issuer is a recently formed holding company

for S&P Global’s Mobility division, which S&P Global intends to separate from its current business by means of a spin-off

to its shareholders. The offering is expected to close on May 29, 2026, subject to customary closing conditions. The Issuer has also

entered into a $500 million senior unsecured revolving credit facility.

Upon

completion of the separation, the Issuer intends to use the net proceeds of the offering, after deducting discounts and commissions

to the initial purchasers, to finance a cash payment to S&P Global as consideration for the transfer of certain assets, liabilities

and entities to the Issuer, and the Issuer will use any remaining proceeds to fund estimated fees and expenses and for general corporate

purposes. Net proceeds of the offering will be deposited into escrow for the benefit of the holders of the Notes pending satisfaction

of certain conditions related to the completion of the separation.

The Notes have been offered for sale to persons reasonably believed

to be qualified institutional buyers in an offering exempt from registration pursuant to Rule 144A under the U.S. Securities Act of 1933,

as amended (the “Securities Act”), and to persons outside the United States in compliance with Regulation S under the Securities

Act.

The Notes have not been registered under the Securities Act, or any

state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from,

or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press

release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation

or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. This press release is being issued pursuant

to and in accordance with Rule 135c under the Securities Act.

The Notes will be entitled to the benefits of a registration rights agreement pursuant to which the Issuer will agree to use commercially

reasonable efforts to file a registration statement to exchange the Notes for new notes registered under the Securities Act, or under

certain circumstances, to file a shelf registration statement with respect to the resale of the Notes.

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.

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.

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.

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

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