SEC Form 4 filed by President, S&P Global Mobility Eager William W
$SPGI
Finance: Consumer Services
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
S&P Global Inc. [ SPGI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/15/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 6,201.589 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units(1) | $0 | 08/15/2025 | A | 3,569 | (2) | (2) | Common Stock | 3,569 | $0 | 3,569 | D | ||||
| Restricted Stock Units(1) | $0 | (3) | (3) | Common Stock | 254 | 254 | D | ||||||||
| Restricted Stock Units(1) | $0 | (4) | (4) | Common Stock | 7,454 | 7,454 | D | ||||||||
| Restricted Stock Units(1) | $0 | (5) | (5) | Common Stock | 152 | 152 | D | ||||||||
| Restricted Stock Units(1) | $0 | (6) | (6) | Common Stock | 234 | 234 | D | ||||||||
| Restricted Stock Units(1) | $0 | (7) | (7) | Common Stock | 392 | 392 | D | ||||||||
| Explanation of Responses: |
| 1. Each restricted stock unit represents a contingent right to receive one share of SPGI common stock. |
| 2. The reporting person was granted 3,569 restricted stock units on 8/15/2025, subject to 3-year cliff vesting. The restricted stock units will vest 100% on 8/15/2028. |
| 3. As previously reported, these restricted stock units were converted from restricted stock units in IHS Markit Ltd. ("IHS Markit") in connection with the IHS Markit merger, and have the same terms and conditions as those that applied immediately prior to the consummation of the merger, except that the performance-vesting conditions with respect to the restricted stock units that were converted from IHS Markit performance-based restricted stock units lapsed. |
| 4. As previously reported, the reporting person acquired 11,124 restricted stock units on 03/04/2025 upon satisfaction of the performance criteria for a performance-based restricted stock unit award issued on 05/03/2022. The time-based restricted stock units in respect of the award vested 33% on 12/31/2024 and will vest 33% on 12/31/2025 and 34% on 12/31/2026. Vested shares for outstanding award tranches will be delivered to the reporting person no later than January 31 following the respective service-based vesting date. |
| 5. As previously reported, the reporting person was granted 444 restricted stock units on 03/01/2023, subject to 3-year vesting. The restricted stock units vested 33% on 12/31/2023 and 33% on 12/31/20243 and the remaining 34% will vest on 12/31/2025. Vested shares will be delivered to the reporting person no later than January 31 following the respective vesting date. |
| 6. As previously reported, the reporting person was granted 349 restricted stock units on 03/01/2024, subject to 3-year vesting. The restricted stock units vested 33% on 12/31/2024 and will vest 33% on 12/31/2025 and 34% on 12/31/2026. Vested shares will be delivered to the reporting person no later than January 31 following the respective vesting date. |
| 7. As previously reported, the reporting person was granted 392 restricted stock units on 03/01/2025, subject to 3-year vesting. The restricted stock units will vest 33% on 12/31/2025, 33% on 12/31/2026 and 34% on 12/31/2027. Vested shares will be delivered to the reporting person no later than January 31 following the respective vesting date. |
| Remarks: |
| /s/ Tasha Matharu, Attorney-in-Fact | 08/19/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||