Business Context and Reporting Period
This Form 8-K Current Report, dated July 1, 2026, details the completion of the separation of Mobility Global Inc. ("Mobility Global") from S&P Global Inc. ("S&P Global"). The separation became effective on July 1, 2026, at 12:01 a.m. New York City time. Mobility Global, comprising S&P Global's automotive analytics, marketing, planning solutions, and vehicle history data business, is now an independent, publicly-traded company listed on the New York Stock Exchange under the symbol "MBGL".
Key Financial Metrics and Transaction Details
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for either entity. The transaction was executed via a pro rata distribution of 100% of Mobility Global common stock to S&P Global stockholders of record as of June 15, 2026. Stockholders received one share of Mobility Global for every share of S&P Global held. Fractional shares were sold in the open market, with proceeds distributed in cash. S&P Global retains no ownership interest in Mobility Global following the distribution.
Material Changes and Agreements
The separation was effected through several definitive agreements entered into on June 30, 2026:
- Separation and Distribution Agreement: Governs the transfer of assets and liabilities on an "as is, where is" basis, establishes uncapped cross-indemnities for pre- and post-separation liabilities, and outlines intellectual property licensing.
- Tax Matters Agreement: Allocates tax responsibilities for pre- and post-closing periods. It includes covenants restricting Mobility Global's ability to engage in certain business combinations, issue stock, or redeem shares for two years to preserve tax-free treatment.
- Transition Services Agreement (TSA): S&P Global will provide IT, finance, and HR services to Mobility Global for up to 18 months. Fees are based on fully-loaded costs. Liability is generally limited to fees paid.
- Employee Matters Agreement: Addresses the assignment of employees, assumption of liabilities, and the treatment of compensation and benefits.
Outlook, Risks, and Contingencies
Pro forma financial information required by the filing will be submitted via amendment within four business days of the distribution date. Key risks and contingencies include:
- Tax Treatment: Mobility Global is required to indemnify S&P Global for tax liabilities if actions taken by Mobility Global jeopardize the tax-free status of the separation.
- Operational Transition: Both entities rely on the TSA for critical functions for up to 18 months, creating a dependency on the successful execution of these services.
- Asset Transfer: Assets requiring third-party consents that were not obtained prior to the distribution are held in trust for the benefit of the entitled party until consents are secured.
Investor Verification Checklist
- Verify the trading status and initial market performance of Mobility Global (MBGL) on the NYSE.
- Review the upcoming amendment to this 8-K for pro forma financial statements to assess the standalone financial health of the post-separation S&P Global.
- Monitor the execution of the Transition Services Agreement to ensure no disruption to shared IT, finance, or HR functions.
- Confirm that Mobility Global adheres to the two-year tax covenants to avoid triggering indemnification liabilities for S&P Global.
- Check for any material consents required for asset transfers that were not obtained prior to the distribution date.