{"url_path":"/sec/spgi/8-k/2026-07-02/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/64040/0001104659-26-080005-index.html","accession_number":"0001104659-26-080005","cik":"0000064040","ticker":"SPGI","issuer_name":"S&P Global Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/64040/0001104659-26-080005-index.html","primary_entity_key":"0000064040","primary_entity_name":"S&P Global Inc."},"word_count":1685,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive Agreement**\n\n \n\n**Completion of Separation of Mobility Global from S&P\nGlobal**\n\n \n\nOn July 1, 2026 (the “Distribution Date”),\nat 12:01 a.m. New York City time, the previously-announced separation (the “Separation”) of Mobility Global Inc. (“Mobility\nGlobal”) from S&P Global Inc. (“S&P Global”) became effective. The separation of Mobility Global, which comprises\nthe business of S&P Global and its subsidiaries with respect to providing analytics, marketing, planning solutions, reports, forecasts\nand vehicle history data for the automotive sector, which operated under the S&P Global Mobility division (the “Spin Business”),\nwas achieved through S&P Global’s distribution (the “Distribution”) of 100% of the shares of Mobility Global common\nstock to holders of S&P Global common stock as of the close of business on the record date of June 15, 2026 (the “Record Date”)\nafter certain restructuring transactions were completed (the “Restructuring Transactions”). S&P Global stockholders of\nrecord received one share of Mobility Global common stock for every share of S&P Global common stock. Following the Distribution,\nMobility Global became an independent, publicly-traded company with its common stock listed under the symbol “MBGL” on the\nNew York Stock Exchange, and S&P Global retains no ownership interest in Mobility Global.\n\n \n\nIn connection with the Separation, Mobility Global\nentered into several agreements with S&P Global on June 30, 2026 that, among other things, effect the Separation and provide a framework\nfor its relationship with S&P Global after the Separation, including the following agreements:\n\n \n\n \n●\nA Separation and Distribution Agreement;\n\n \n\n \n●\nA Tax Matters Agreement;\n\n \n\n \n●\nA Transition Services Agreement;\n\n \n\n \n●\nAn Employee Matters Agreement.\n\n \n\n**Separation and Distribution Agreement**\n\n \n\nThe Separation\nand Distribution Agreement governs the overall terms of the Separation. Generally, the Separation and Distribution Agreement includes\nMobility Global’s and S&P Global’s agreements relating to the restructuring steps taken to complete the Separation, including\nthe assets and rights transferred, liabilities assumed and related matters.\n\n \n\nThe Separation\nand Distribution Agreement provides for Mobility Global and S&P Global to transfer specified assets between the companies that will\noperate the Spin Business after the Distribution, on the one hand, and S&P Global’s remaining businesses, on the other hand.\nThe Separation and Distribution Agreement requires Mobility Global and S&P Global to use commercially reasonable efforts (subject\nto certain exceptions) to obtain consents, approvals and amendments required to assign the assets and liabilities transferred pursuant\nto the Separation and Distribution Agreement.\n\n \n\nUnless otherwise\nprovided in the Separation and Distribution Agreement or any of the related ancillary agreements, all assets were transferred on an “as\nis, where is” basis. Generally, if the transfer of any assets or any claim or right or benefit arising thereunder required a consent\nthat was not obtained before the Distribution, or if the transfer or assignment of any such asset or such claim or right or benefit arising\nthereunder was ineffective, adversely affected the rights of the transferor thereunder, the party retaining any asset that otherwise would\nhave been transferred shall hold such asset for the use and benefit of the party entitled thereto and retain such liability for the account\nof the party by whom such liability is to be assumed, and take such other action (subject to certain exceptions) as may be reasonably\nrequested by such party in order to place such party, insofar as reasonably possible, in the same position as would have existed had such\nasset or liability been transferred prior to the Distribution.\n\n \n\nIn addition,\nMobility Global also grants and receives non-exclusive licenses under certain intellectual property in connection with the Separation\nand Distribution Agreement, which generally provides S&P Global and Mobility Global rights to continue operating their respective\nbusinesses following the Distribution.\n\n \n\n \n\n \n\n \n\nIn addition,\nthe Separation and Distribution Agreement governs the treatment of indemnification, insurance and litigation responsibility and management.\nGenerally, the Separation and Distribution Agreement provides for uncapped cross-indemnities principally designed to place financial responsibility\nfor the obligations and liabilities of the Spin Business with Mobility Global and financial responsibility for the obligations and liabilities\nof S&P Global’s retained businesses with S&P Global. The Separation and Distribution Agreement establishes the procedures\nfor handling claims subject to indemnification and related matters.\n\n \n\n**Tax Matters Agreement**\n\n \n\nIn connection with the Separation, S&P Global\nand Mobility Global entered into the Tax Matters Agreement, which governs the parties’ respective rights, responsibilities and obligations\nwith respect to taxes, including taxes arising in the ordinary course of business, and taxes, if any, incurred as a result of the failure\nof certain of the Restructuring Transactions, including the Distribution and certain related transactions, to qualify for tax-free treatment\nfor U.S. federal income tax purposes. The Tax Matters Agreement also sets forth the respective\nobligations of the parties with respect to the filing of tax returns, the administration of tax contests and assistance and cooperation\non tax matters.\n\n \n\nIn general, the Tax Matters\nAgreement governs the rights and obligations that S&P Global and Mobility Global have after the Separation with respect to taxes for\nboth pre- and post-closing periods. Under the Tax Matters Agreement, S&P Global is generally responsible for all of Mobility Global’s\npre-closing taxes that are reported on combined tax returns with S&P Global or any of S&P Global’s affiliates and all pre-closing\nnon-income taxes attributable to the businesses and assets retained by S&P Global. Mobility Global will generally be responsible for\nall of Mobility Global’s pre-closing income taxes that are reported on tax returns that include only Mobility Global and/or its\nsubsidiaries (i.e., “separate tax returns”) and all pre-closing non-income taxes attributable to its business or assets.\n\n \n\nIn the Tax Matters Agreement,\nMobility Global also agreed to certain covenants that contain restrictions intended to preserve the tax-free treatment of the Separation.\nMobility Global may take certain actions prohibited by these covenants only if Mobility Global obtains and provides to S&P Global\na ruling from the IRS or an opinion from a tax adviser acceptable to S&P Global in its sole discretion, in each case, to the effect\nthat such action will not jeopardize the tax-free treatment of these transactions, or if Mobility Global obtains S&P Global’s\nprior written consent, in S&P Global’s sole and absolute discretion, waiving such requirement. Mobility Global will covenant\nnot to take any action, or not to fail to take any action, where such action or failure to act adversely affects or could reasonably be\nexpected to adversely affect the tax-free treatment of the Separation, for all relevant time periods. In addition, these covenants will\ninclude specific restrictions on Mobility Global’s ability to:\n\n \n\n·cause or permit certain business combinations or transactions to occur during the two-year period\nfollowing the Distribution Date (or otherwise pursuant to a “plan” within the meaning of Section 355(e) of the Internal Revenue\nCode of 1986, as amended (the “Code”));\n\n \n\n·discontinue the active conduct of Mobility Global’s business (within the meaning of Section\n355(b)(2) of the Code) during the two-year period following the Distribution Date;\n\n \n\n·sell or otherwise issue Mobility Global’s common stock during the two-year period following\nthe Distribution Date, other than pursuant to issuances that satisfy certain regulatory safe harbors set forth in Treasury regulations\nrelated to stock issued to employees and retirement plans;\n\n \n\n·redeem or otherwise acquire any of Mobility Global’s common stock, other than pursuant\nto open-market repurchases of less than 20% of Mobility Global’s common stock (in the aggregate), during the two-year period following\nthe Distribution Date;\n\n \n\n·amend Mobility Global’s certificate of incorporation (or other organizational documents)\nor take any other action, whether through a shareholder vote or otherwise, affecting the voting rights of Mobility Global’s common\nstock, in each case during the two-year period following the Distribution Date; and\n\n \n\n \n\n \n\n \n\n·more generally, take any action that could reasonably be expected to cause the Separation or\ncertain of the Restructuring Transactions undertaken pursuant thereto to fail to qualify as tax-free transactions for U.S. federal income\ntax purposes or for non-U.S. tax purposes.\n\n \n\nMobility\nGlobal is generally required to indemnify S&P Global against any and all tax-related liabilities incurred by S&P Global or its\nsubsidiaries relating to the Separation, including the Distribution and certain related transactions, to the extent caused by any action\nundertaken by Mobility Global or in respect of Mobility Global’s shares. The indemnification will apply even if S&P Global has\npermitted Mobility Global to take an action that would otherwise have been prohibited under the tax-related covenants described above.\n\n \n\n**Transition Services Agreement**\n\n \n\nThe Transition Services Agreement (“TSA”)\nsets forth the terms on which S&P Global provides to Mobility Global, on a transitional basis, certain services or functions that\nthe companies historically have shared. The transition services include various services or functions, including information technology,\nfinance and human resources, generally for a period of up to 18 months following the Distribution. Mobility Global is charged fees for\nthe transition services that are based on S&P Global’s reasonably apportioned fully-loaded overhead, administrative and supervisory\ncosts and expenses incurred in connection with the provision of the transition services to Mobility Global. The TSA provides that Mobility\nGlobal may, subject to certain conditions, terminate any or all of the transition services upon prior written notice to S&P Global.\nMobility Global indemnifies S&P Global from liabilities for certain claims, including claims arising from Mobility Global’s\nbreach of the TSA or from Mobility Global’s gross negligence, willful misconduct or fraud. S&P Global indemnifies Mobility Global\nfrom liabilities for claims arising from S&P Global’s breach of the TSA or from S&P Global’s gross negligence, willful\nmisconduct or fraud. Subject to certain customary exceptions, each of S&P Global’s and Mobility Global’s maximum aggregate\nliability under the TSA are generally limited to the fees actually paid to S&P Global under the agreement.\n\n \n\n**Employee Matters Agreement**\n\n \n\nThe Employee Matters\nAgreement governs each of S&P Global’s and Mobility Global’s respective compensation and benefit obligations\nwith respect to current and former employees, directors and consultants. The Employee Matters Agreement sets forth general principles\nrelating to employee matters in connection with the Separation, such as the assignment of employees, the assumption and retention of liabilities\nand related assets, expense reimbursements, workers’ compensation, leaves of absence, the provision of comparable benefits, employee\nservice credit, the sharing of employee information and duplication or acceleration of benefits."}