Business Context and Reporting Period
Company: Moody's Corporation
Filing Type: Form 8-K (Current Report)
Date of Report: December 16, 2025
Subject: Amendment and restatement of the 2001 Key Employees' Stock Incentive Plan.
Financial Metrics
This filing does not contain financial performance data. No revenue, profit, cash flow, margin, debt, or liquidity metrics are reported in this document.
Material Changes
The filing details material changes to the company's equity compensation framework via the amendment of the 2001 Plan. Key changes include:
- Good Standing Definition: Revised to require employees receiving "Retirement" treatment to be in Good Standing and compliant with post-termination obligations.
- Release of Claims: The Company may now require a release of claims as a condition for Retirement treatment.
- RSU Flexibility: Added flexibility regarding restricted stock unit (RSU) vesting schedules.
- Death/Disability Treatment: Clarified that equity treatment upon death or disability aligns with current Company practice without requiring specific Compensation & Human Resources Committee approval.
Guidance, Outlook, and Risks
This filing does not provide financial guidance, outlook, management commentary on operations, or discuss specific business risks or contingencies. The document focuses solely on the administrative update to the stock incentive plan.
Key Facts for Investor Verification
- Verify the full text of the Amended and Restated 2001 Plan attached as Exhibit 10.1 for complete legal terms.
- Confirm how the new "Good Standing" and "Release of Claims" requirements impact existing employee retirement eligibility.
- Note that the filing was signed by Elizabeth M. McCarroll, Managing Director – Corporate Governance, Securities and Corporate Secretary, on December 19, 2025.