SEC Form S-3ASR filed by FactSet Research Systems Inc.

Delaware		13-3362547
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

Explanatory Note	1
About this Prospectus	2
Where You Can Find More Information	3
Incorporation of Certain Information by Reference	3
Disclosure Regarding Forward-Looking Statements	4
Our Company	6
Risk Factors	7
Selling Securityholders	8
Use of Proceeds	9
Description of Debt Securities	10
Description of Guarantees	11
Description of Common Stock	12
Description of Preferred Stock	15
Description of Warrants	16
Description of Depositary Shares	19
Description of Rights	21
Description of Units	22
Description of Securities Purchase Contracts	23
Plan of Distribution	25
Legal Matters	28
Experts	28

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should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

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have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable document, which disclosures are not necessarily reflected in the document;

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may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

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were made only as of the date of the applicable document or such other date or dates as may be specified in the document and are subject to more recent developments.

(1)

FactSet’s Annual Report on Form 10-K for the fiscal year ended August 31, 2024;

(2)

FactSet’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2024;

(3)

FactSet’s Current Reports on Form 8-K filed on September 19, 2024, December 19, 2024 and December 20, 2024;

(4)

those portions of FactSet’s Definitive Proxy Statement on Schedule 14A, filed on October 30, 2024, incorporated by reference into its Annual Report on Form 10-K for the fiscal year ended August 31, 2024;

(5)

the description of our common stock contained in our Registration Statement on Form S-1, filed with the SEC on June 26, 1996, and any amendment or report filed with the SEC for the purpose of updating such description; and

(6)

all documents filed by FactSet under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, between the date of this prospectus and the termination of the offering of the underlying securities.

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the potential loss, corruption or misappropriation of data and information relating to clients and others;

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the potential of successful access to prohibited data and other cyber-attacks and the failure of cyber-security systems and procedures;

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the risks associated with a prolonged or recurring outage at our data centers and other business continuity disruptions at facilities, which could result in reduced service and the loss of clients;

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the transition to new technologies, applications and processes, which could expose us to unanticipated disruptions;

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the use of open source software could introduce security vulnerabilities, impose unanticipated restrictions on our ability to commercialize our products and services, and subject us to increased costs;

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our use of artificial intelligence technologies may not be successful and could present business, compliance and reputational risks;

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competition in our industry could cause price reductions or loss of market share;

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the impact of the continued shift from active to passive investing on our user count growth and revenue;

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the impact of a decline in equity and/or fixed income returns on the buying power of investment management clients;

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uncertainty or downturns in the global economy and consolidation in the financial services industry, which could cause us to lose clients and users;

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the impact of volatility or downturns in the financial markets, which could delay the spending patterns of clients and reduce future growth;

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whether we are able to develop and market new products and enhancements that maintain our technological and competitive position and whether we are able to anticipate and respond to changes in the marketplace for our products and customer demands;

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whether we are able to identify, integrate, or realize anticipated benefits of acquisitions and strains on resources as a result of growth;

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our ability to maintain our reputation;

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our ability to control and manage the additional requirements and burdens involved in our operations outside the United Sates;

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our ability to enter into, renew or comply with contracts supplying new and existing data sets or products on competitive terms;

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the impact that accessibility to free or relatively inexpensive information sources may have on demand for our products;

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our ability to hire and retain key qualified personnel;

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the impact of pandemics and other global public health epidemics on our business, our future results of operations and our overall financial performance;

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potential legislative and regulatory changes in the environments in which we and our clients operate;

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risks associated with the adverse resolution of litigation or governmental investigations;

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risks associated with claims by third parties that we infringe upon their intellectual property rights or risks associated with third parties infringing upon our intellectual property rights;

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whether we incur additional costs due to tax assessments resulting from ongoing and future audits by tax authorities as well as changes in tax laws;

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the impact of our exposure to fluctuations in currency exchange rates and the failure of hedging arrangements;

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whether our business performance is sufficient to meet financial guidance and publicly disclosed long-term targets;

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the effect on our business of economic, political and market forces beyond our control;

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the impact of our indebtedness on our financial condition, and whether we are able to fulfill our obligations under our debt instruments;

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whether we incur additional debt, which could further exacerbate the risks associated with our indebtedness;

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the impact of the restrictive covenants in our debt, which may affect our ability to operate our business successfully; and

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the risk of higher expenses for certain of our borrowings and other obligations that are based on variable rates of interest if interest rates increase.

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Structure of Board. The Board was historically divided into three classes of directors, with each class as nearly equal in number as possible. The term of office of one class of directors expired each year in rotation so that one class was elected at each annual meeting of stockholders for a full three year term. At FactSet’s 2022 Annual Meeting of Stockholders, our stockholders approved an amendment to the Certificate of Incorporation to transition to a declassified Board beginning with the 2023 Annual Meeting of Stockholders. This will result in the entire Board of Directors being elected for one-year terms beginning at FactSet’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”).

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Removal of Directors. The Certificate of Incorporation and the Bylaws provide that (a) until the 2025 Annual Meeting or such other time as the Board is no longer classified, directors may be removed only for cause by the affirmative vote of the holders of a majority of the outstanding shares of FactSet then entitled to vote generally in the election of directors, voting together as a single class (the “Voting Stock”), and (b) from and including the 2025 Annual Meeting or such other time as the Board is no longer classified, directors may be removed with or without cause by the affirmative vote of the holders of a majority of the voting power of the Voting Stock.

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Advance Notice of Proposals and Nominations. The Bylaws provide that FactSet stockholders must give timely written notice to bring business before an annual meeting of the FactSet stockholders or to nominate candidates for election as directors at an annual meeting of the FactSet stockholders. To be timely, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of FactSet not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days, or delayed by more than 90 days, from such anniversary date, notice by the stockholder to be timely must be delivered not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the day on which the public announcement  of the date of such meeting is first made by FactSet. The Bylaws also specify the form and content of a stockholder’s notice. These provisions may prevent FactSet stockholders from bringing matters before an annual meeting of the FactSet stockholders or from nominating candidates for election as directors at an annual meeting of the FactSet stockholders.

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Action by Written Consent. The Certificate of Incorporation and the Bylaws provide that an action required or permitted to be taken at an annual or special meeting of stockholders may be taken with the written consent, setting forth the action so taken, signed by the holders of at least 80% of the outstanding shares entitled to vote thereon.

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Limits on Special Meetings. The Bylaws provide that a special meeting of the FactSet stockholders may be called only by (i) the Chairman of the Board; (ii) the Chief Executive Officer; (iii) the President of FactSet; (iv) the majority of the Board; or (v) by the Secretary of FactSet upon written demand by holders of at least 25% of FactSet’s issued and outstanding capital stock. Only business that has been brought before the meeting pursuant to FactSet’s notice of meeting will be conducted at a special meeting of stockholders.

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Preferred Stock. The Certificate of Incorporation grants the Board broad power to establish the rights and preferences of authorized and unissued preferred stock. Currently, the Board has the authority to issue 10,000,000 such shares of preferred stock in one or more series and to fix the preferences, limitations and relative rights of the shares of each such series. The issuance of preferred stock could decrease the amount of earnings and assets available for distribution to holders of common stock or adversely affect the rights and powers, including the voting rights, of the holders of common stock. The issuance of preferred stock could have the effect of delaying, deferring or preventing a change in control of FactSet without further action by the stockholders.

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Takeover Statutes. Certain transactions with FactSet may be subject to Section 203 of the DGCL. Section 203 prohibits certain "business combinations" between an "interested stockholder" and a corporation for three years after a stockholder becomes interested, unless one of the statute's exceptions applies. Section 203(c)(5) defines an interested stockholder as a person, broadly defined to include a group, who owns at least 15% of a company's outstanding voting stock. The statute defines business combinations expansively to include any merger or consolidation of, with, or caused by the interested stockholder. Section 203(a) provides three exceptions to the business combination prohibition. First, there is no constraint if the interested stockholder obtains prior board approval for the business combination or the transaction resulting in ownership of 15% of the target's voting stock. Second, the statute does not apply if, in completing the transaction that crosses the 15% threshold, the stockholder becomes the owner of 85% of the corporation's voting stock outstanding as of the time the transaction commenced. Any shares owned by directors who are officers, and shares owned by certain stock option plans are excluded from the calculation. This exception applies most particularly to a tender offeror who has less than 15% of the target's stock and receives tenders that satisfy the 85% requirement. Finally, the statute does not apply if the interested stockholder's business combination is approved by the board of directors and affirmed by at least 66 2/3% of the outstanding voting stock not owned by the interested stockholder.

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Exclusive Forum. The Certificate of Incorporation provides that, unless FactSet consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will  be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of FactSet; (b) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of FactSet to FactSet or its stockholders, creditors or other constituents; (c) any action or proceeding asserting a claim against FactSet or any of its directors, officers or other employees arising pursuant to, or seeking to enforce any right, obligation or remedy under, any provision of the DGCL or the Certificate of Incorporation or the Bylaws; (d) any action or proceeding seeking to interpret, apply, enforce or determine the validity of the Certificate of Incorporation or the Bylaws; (e) any action or proceeding asserting a claim against FactSet or any of its directors, officers or other employees governed by the internal affairs doctrine; or (f) any action or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; provided that, if and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state court sitting in the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware).

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the title of the debt warrants;

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the aggregate number of the debt warrants outstanding, if any;

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the number of debt warrants being offered;

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the price or prices at which the debt warrants will be issued;

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the designation, aggregate principal amount and terms of the debt securities purchasable upon exercise of the debt warrants, and the procedures and conditions relating to the exercise of the debt warrants;

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the designation and terms of any related debt securities with which the debt warrants are issued, and the number of the debt warrants issued with each security;

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the date, if any, on and after which the debt warrants and the related securities will be separately transferable;

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the principal amount of debt securities purchasable upon exercise of each debt warrant, and the price at which the debt securities may be purchased upon exercise;

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the provisions, if any, for changes to or adjustments in the exercise price;

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the date on which the right to exercise the debt warrants shall commence and the date on which such right shall expire;

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the terms, if any, on which we may accelerate the date by which the debt warrants must be exercised;

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the minimum or maximum amount of debt warrants that may be exercised at any one time;

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the currency for which the debt warrants may be purchased;

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information with respect to book-entry procedures, if any;

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a discussion of certain material U.S. federal income tax considerations applicable to an investment in the debt warrants; and

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any other terms of the debt warrants, including terms, procedures and limitations relating to the transferability, exercise and exchange of such warrants.

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the title of the equity warrants;

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the aggregate number of the equity warrants outstanding, if any;

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the number of equity warrants being offered;

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the price or prices at which the equity warrants will be issued;

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the type and number of securities purchasable upon exercise of the equity warrants;

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the date, if any, on and after which the equity warrants and the related securities will be separately transferable;

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the price at which each security purchasable upon exercise of the equity warrants may be purchased;

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the provisions, if any, for changes to or adjustments in the exercise price;

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the date on which the right to exercise the equity warrants shall commence and the date on which such right shall expire;

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whether the equity warrants or related securities will be listed on any securities exchange;

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the currency for which the equity warrants may be purchased;

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the terms, if any, on which we may accelerate the date by which the equity warrants must be exercised;

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the minimum or maximum amount of equity warrants that may be exercised at any one time;

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information with respect to book-entry procedures, if any;

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any anti-dilution protection;

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a discussion of certain material U.S. federal income tax considerations applicable to an investment in the equity warrants; and

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any other terms of the equity warrants, including terms, procedures and limitations relating to the transferability, exercise and exchange of such warrants.

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all outstanding depositary shares have been redeemed; or

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there has been made a final distribution in respect of the common shares or preference shares in connection with our liquidation, dissolution or winding-up, and such distribution has been distributed to the holders of depositary shares.

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the date of determining the persons entitled to participate in the rights distribution;

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the aggregate number of the underlying securities purchasable upon exercise of the rights;

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the exercise price;

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the aggregate number of rights issued;

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the date, if any, on and after which the rights will be separately transferable;

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the date on which the right to exercise the rights will commence, and the date on which the rights will expire;

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a discussion of any material U.S. federal income tax considerations applicable to an investment in the rights; and

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any other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of the rights.

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the title of any series of units;

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identification and description of the separate constituent securities comprising the units;

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the price or prices at which the units will be issued;

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the date, if any, on and after which the constituent securities comprising the units will be separately transferable;

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information with respect to any book-entry procedures;

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a discussion of any material U.S. federal income tax considerations applicable to an investment in the units;

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whether we will apply to have the units traded on a securities exchange or securities quotation system; and

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any other terms of the units and their constituent securities.

(i)

senior or subordinated debt securities of FactSet; or

(ii)

debt obligations of third parties, including U.S. Treasury securities, which, in either case, may or may not serve as security for the holder’s obligations to purchase or sell the shares under the stock purchase contracts.

(i)

senior or subordinated debt securities of FactSet; or

(ii)

debt obligations of third parties, including U.S. Treasury securities, which, in either case, may or may not serve as security for the holder’s obligations to purchase the securities under the debt purchase contracts.

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the purchase contracts;

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the collateral, depositary and custodial arrangements, if applicable, relating to such purchase contracts; and

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if applicable, the prepaid purchase contracts and the document pursuant to which such prepaid purchase contracts will be issued.

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to or through one or more underwriters or dealers;

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in short or long transactions;

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directly by us or any selling securityholders to investors;

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through agents; or

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through a combination of these methods.

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in privately negotiated transactions;

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in one or more transactions at a fixed price or prices, which may be changed from time to time;

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in one or more transactions, including “forward” transactions at a floating price or prices that may be changed from time to time;

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in “at-the-market offerings,” within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise;

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at prices related to those prevailing market prices; or

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at negotiated prices.

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the names of any underwriters, dealers, agents or other counterparties;

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any agency fees or underwriting discounts or commissions and other items constituting agents’ or underwriters’ compensation;

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any discounts or concessions allowed or reallowed or paid to dealers;

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details regarding over-allotment options under which underwriters may purchase additional securities from us or any selling securityholders, if any;

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the purchase price of the securities being offered and the proceeds we or any selling securityholder will receive from the sale;

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the public offering price; and

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the securities exchanges on which such securities may be listed, if any.

SEC registration fee	$        *
Printing fees and expenses	**
Accounting fees and expenses	**
Legal fees and expenses	**
Miscellaneous	**
Total	**

*

Applicable SEC registration fees have been deferred in accordance with Rules 456(b) and 457(r) of the Securities Act of 1933 and will be paid at the time of any particular offering of securities under this registration statement and are therefore not estimable at this time.

**

These fees and expenses are incurred in connection with the issuance of securities and will vary based on the securities offered and the number of issuances and, accordingly, are not estimable at this time. An estimate of the aggregate expenses in connection with the issuance and distribution of the securities being offered will be included in the applicable prospectus supplement.

(a)	The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for the purpose of determining liability under the Securities Act to any purchaser:

(i)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof, provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)

That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of securities:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or their securities provided by or on behalf of the undersigned registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6)

That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(b)

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) shall be deemed to be part of this registration statement as of the time it was declared effective.

(c)

For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Exhibit No.		Description
1.1		Form of Underwriting Agreement(1)
3.1		Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on January 10, 2023)
3.2		Amended and Restated By-laws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on September 19, 2024)
4.1		Form of Certificate for Common Stock of FactSet Research Systems Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A (File No. 333-04238) filed on June 26, 1996)
4.2		Form of Certificate for Preferred Stock of FactSet Research Systems Inc.(1)
4.3		Indenture, dated as of March 1, 2022, between FactSet Research Systems Inc., as issuer, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on March 1, 2022)
4.4		Supplemental Indenture, dated as of March 1, 2022, between FactSet Research Systems Inc., as issuer, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on March 1, 2022)
4.5		Form of Debt Security(1)
4.6		Form of Guarantee(1)
4.7		Form of Warrant Agreement(1)
4.8		Form of Warrant Certificate(1)
4.9		Form of Deposit Agreement(1)
4.10		Form of Rights Agreement(1)
4.11		Form of Purchase Contract Agreement(1)
5.1*		Opinion of Cravath, Swaine & Moore LLP
23.1*		Consent of Ernst & Young LLP
23.2*		Consent of Cravath, Swaine & Moore LLP (included as part of Exhibit 5.1)
24.1		Power of Attorney (included in signature pages)
25.1*		Statement of Eligibility under the Trust Indenture Act of 1939 by U.S. Bank Trust Company, National Association, as trustee (Form T-1) for the Indenture, dated as of March 1, 2022, in Exhibit 4.3
107.1**		Filing Fee Table

*	Filed herewith.

(1)	To be filed by amendment or incorporated by reference in connection with the offering of a particular class or series of securities.

	FactSet Research Systems Inc.
Dated: February 6, 2025	By:	/s/ HELEN L. SHAN
		Name:	Helen L. Shan
		Title:	Executive Vice President, Chief Financial Officer

Signature	Title	Date
/s/ F. PHILIP SNOW	Chief Executive Officer and Director (Principal Executive Officer)	February 6, 2025
F. Philip Snow
/s/ HELEN L. SHAN	Executive Vice President, Chief Financial Officer (Principal Financial Officer)	February 6, 2025
Helen L. Shan
/s/ GREGORY T. MOSKOFF	Managing Director, Controller and Chief Accounting Officer (Principal Accounting Officer)	February 6, 2025
Gregory T. Moskoff
/s/ ROBIN A. ABRAMS	Chair	February 6, 2025
Robin A. Abrams
/s/ SIEW KAI CHOY	Director	February 6, 2025
Siew Kai Choy
/s/ BARAK EILAM	Director	February 6, 2025
Barak Eilam
/s/ MALCOLM FRANK	Director	February 6, 2025
Malcolm Frank
/s/ LAURIE G. HYLTON	Director	February 6, 2025
Laurie G. Hylton
/s/ JAMES J. MCGONIGLE	Director	February 6, 2025
James J. McGonigle
/s/ LEE SHAVEL	Director	February 6, 2025
Lee Shavel
/s/ LAURIE SIEGEL	Director	February 6, 2025
Laurie Siegel
/s/ MARIA TERESA TEJADA	Director	February 6, 2025
Maria Teresa Tejada
/s/ ELISHA WIESEL	Director	February 6, 2025
Elisha Wiesel