Filed Pursuant to Rule 433
Registration Statement No. 333-277791
Pricing Term Sheet
MSCI Inc.
$1,250,000,000 5.250% Senior Notes due 2035
Pricing Term Sheet
| Issuer: | MSCI Inc. | |
| Principal Amount: | $1,250,000,000 | |
| Maturity: | September 1, 2035 | |
| Coupon: | 5.250% | |
| Price: | 99.417% of principal amount | |
| Yield to maturity: | 5.325% | |
| Spread to Benchmark Treasury: | T+ 112.5 bps | |
| Benchmark Treasury: | 4.250% UST due May 15, 2035 | |
| Benchmark Treasury Yield and Price: | 100-12+ / 4.200% | |
| Interest Payment Dates: | March 1 and September 1, commencing March 1, 2026 | |
| Redemption Provisions: | ||
| Make-whole call: |
Prior to June 1, 2035, at a discount rate of Treasury plus 20 basis points, plus accrued and unpaid interest, if any | |
| Par call: |
On or after June 1, 2035 (three months prior to the maturity date), at 100% of the principal amount, plus accrued and unpaid interest thereon to, but not including, the redemption date | |
| Settlement*: | T+3; August 8, 2025 | |
| CUSIP: | 55354GAR1 | |
| ISIN: | US55354GAR11 | |
| Ratings**: | Baa3/BBB-/BBB- (Moody’s/S&P/Fitch) | |
| Minimum denomination: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Joint Bookrunners: | J.P. Morgan Securities LLC BofA Securities, Inc. Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC Citizens JMP Securities, LLC RBC Capital Markets, LLC TD Securities (USA) LLC | |
| Co-Managers: | Credit Agricole Securities (USA) Inc. Huntington Securities, Inc. M&T Securities, Inc. Scotia Capital (USA) Inc. R. Seelaus & Co., LLC | |
| * | We expect that delivery of the notes will be made against payment therefor on or about the third business day following the date of pricing of the notes (this settlement cycle being referred to as “T+3”). Under Rule 15c6-1 of the Securities and Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any |
| such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to one business day before delivery will be required, by virtue of the fact that the notes initially will settle in T+3, to specify alternate settlement arrangements at the time of any such trade to prevent a failed settlement and should consult their own advisers. |
| ** | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time. |
The issuer has filed a registration statement (including a prospectus) with the SEC that became effective on March 8, 2024 and a preliminary prospectus supplement for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement, the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan toll-free at (866) 846-2874 or BofA Securities, Inc. at 1-800-294-1322.
This communication is qualified in its entirety by reference to the Preliminary Prospectus Supplement dated August 5, 2025 (the “Preliminary Prospectus Supplement”). The information in this Pricing Term Sheet supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent it is inconsistent with the information in the Preliminary Prospectus Supplement.
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