Every material Form 8-K Moody's has filed with the SEC since February 12, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Moody's reported third-quarter 2026 results on October 21, 2026, with revenue of $2.0 billion, up 1% from the prior-year period, and diluted EPS of $4.24, up 18% from $3.60. The company reaffirmed its full-year 2026 guidance, with no changes to the figures it had previously given, including diluted EPS of $16.00 to $16.50.
Q3 2026 revenue was $2,023 million versus $2,007 million a year earlier, up 1%; adjusted diluted EPS was $4.14 versus $3.92, up 6%.
Full-year 2026 guidance was reaffirmed: diluted EPS of $16.00 to $16.50 and adjusted diluted EPS of $16.50 to $17.00.
Year to date, Moody's returned about $3.1 billion to shareholders, including $2.6 billion in share repurchases.
The Board declared a quarterly dividend of $1.03 per share on October 20, 2026, payable December 11, 2026 to holders of record on November 20, 2026.
Moody's Corporation said Keith Demmings, President and Chief Executive Officer of Assurant, Inc. since January 2022, has been elected to its Board of Directors, effective November 1, 2026. The board has not yet decided his committee assignments, and the filing contains no financial results or guidance.
Board election effective November 1, 2026; committee assignments not yet determined
Annual cash retainer of $120,000, paid in quarterly installments
November 2026 restricted stock unit award equivalent to $230,000, vesting on the first anniversary of grant
Moody's reported second-quarter 2026 revenue of $2,185 million, up 15% from a year earlier, and diluted EPS of $5.03 versus $3.21. Diluted EPS included a $181 million gain on business divestitures, while adjusted diluted EPS rose 31% to $4.68. The company raised its full-year share repurchase guidance to up to $3.0 billion and narrowed its adjusted EPS guidance to $16.50 to $17.00, though it lowered the top of its GAAP diluted EPS range to $16.50.
Revenue of $2,185 million, up 15%; Moody's Investors Service revenue rose 25% to $1,260 million
Diluted EPS of $5.03 vs. $3.21; adjusted diluted EPS of $4.68 vs. $3.56, up 31%
Share repurchase guidance raised to up to $3.0 billion from approximately $2.5 billion
GAAP diluted EPS guidance now $16.00 to $16.50, down from $16.00 to $16.60; adjusted range $16.50 to $17.00
Moody's reported first-quarter 2026 revenue of $2,079 million, up 8% from a year earlier, and diluted EPS of $3.73, up from $3.46. It raised its full-year 2026 GAAP diluted EPS guidance to $16.00 to $16.60 and its share repurchase guidance to about $2.5 billion, while reaffirming adjusted diluted EPS guidance of $16.40 to $17.00.
Q1 2026 revenue of $2,079 million, up 8%; adjusted diluted EPS of $4.33, up 13% from $3.83.
Full-year GAAP diluted EPS guidance raised to $16.00 to $16.60 from $15.00 to $15.60; includes an expected gain of approximately $1.25 per share from the MA Regulatory Solutions divestiture, expected to close in Q2 2026.
Share repurchase guidance raised to approximately $2.5 billion from approximately $2.0 billion; revenue guidance unchanged.
Quarterly dividend of $1.03 per share declared April 20, 2026, payable June 5, 2026.
Moody's reported fourth-quarter 2025 revenue of $1.9 billion, up 13%, and diluted EPS of $3.41, up 57% from the prior-year period. For full year 2025, revenue rose 9% to $7.7 billion and diluted EPS rose 21% to $13.67. The company also projected 2026 diluted EPS of $15.00 to $15.60, compared with the $13.67 reported for 2025.
Q4 2025 revenue was $1.9 billion, up 13%; diluted EPS was $3.41, up 57%.
FY 2025 revenue was $7.7 billion, up 9%; diluted EPS was $13.67, up 21%; adjusted diluted EPS was $14.94, up 20%.
FY 2026 projected diluted EPS is $15.00 to $15.60; adjusted diluted EPS is projected at $16.40 to $17.00.
Board declared a quarterly dividend of $1.03 per share, payable March 13, 2026; Q4 2025 buybacks totaled 0.9 million shares at an average $485.55.
Moody's Corporation named Lisa P. Sawicki, former Chair of the Global Board at PricewaterhouseCoopers, as a director effective March 16, 2026, expanding the board to ten members. She will also join the Audit and Governance & Nominating committees.
Election effective March 16, 2026; board grows to ten directors
Annual cash retainer of $120,000, paid quarterly
Annual restricted stock unit award equivalent in value to $230,000, vesting on the first anniversary of grant
Sawicki served as Chair of the Global Board at PwC from 2021 to 2025
On December 16, 2025, Moody's directors approved an amended and restated 2001 Key Employees' Stock Incentive Plan. The changes tighten the conditions for retirement treatment of equity awards, add flexibility to restricted stock unit vesting schedules, and clarify death and disability treatment to match current practice.
Directors approved the amendment on December 16, 2025.
Employees receiving retirement treatment must be in good standing and meet post-termination obligations; the company may require a release of claims.
RSU vesting schedules gain flexibility; the full plan is filed as Exhibit 10.1.
Moody's reported third-quarter 2025 revenue of $2.0 billion, up 11% from a year earlier, and diluted EPS of $3.60, up 23%. The company raised its full-year 2025 adjusted diluted EPS guidance to $14.50 to $14.75, and its board authorized an additional $4 billion in share repurchases, which may matter to shareholders because it signals higher expected earnings and more capital returned to holders.
Q3 2025 revenue was $2.0 billion, up 11%; adjusted diluted EPS was $3.92, up 22%
Full-year 2025 adjusted diluted EPS guidance is now $14.50 to $14.75, versus a projected diluted EPS range of $13.15 to $13.40
On October 21, 2025, the board declared a $0.94 quarterly dividend and authorized an additional $4 billion in share repurchases
Operating cash flow for the nine months was $2,043 million, down from $2,164 million a year earlier, mainly due to higher tax and incentive compensation payments
Moody's disclosed that Stephen Tulenko, President of Moody's Analytics, notified the company on August 19, 2025 that he is resigning as an officer and employee. The resignation takes effect September 2, 2025, or an earlier date set by the Chief Executive Officer.
Stephen Tulenko, President of Moody's Analytics, is resigning as an officer and employee
Notice given August 19, 2025; resignation effective September 2, 2025 or earlier as set by the CEO
The filing does not state a successor or reasons for the departure
Moody's reported second-quarter 2025 revenue of $1.9 billion, up 4% from a year earlier, and diluted EPS of $3.21, up 6%. The company narrowed its full-year 2025 adjusted diluted EPS guidance to $13.50 to $14.00, which it said at the midpoint implies 10% growth versus last year.
Q2 2025 revenue was $1.9 billion, up 4%; adjusted diluted EPS was $3.56, up 9%
Full-year 2025 adjusted diluted EPS guidance narrowed by $0.25 to $13.50 to $14.00
Quarterly dividend of $0.94 per share declared July 22, 2025, payable September 5, 2025
Moody's Corporation said director Lloyd W. Howell, Jr. notified the company on July 18, 2025 that he was resigning from its board of directors, effective immediately. The filing states the resignation was not due to any disagreement with the company's operations, policies or practices.
Director Lloyd W. Howell, Jr. resigned from the board effective immediately.
Resignation notice was given on July 18, 2025; the 8-K was filed July 21, 2025.
The filing states no disagreement with the company's operations, policies or practices.
Moody's Corporation elected Sumit Dhawan, chief executive of Proofpoint, Inc. since November 2023, to its Board of Directors effective July 16, 2025. The election raises the board from nine to ten directors, and Mr. Dhawan joins the Governance & Nominating and Compensation & Human Resources committees. The filing reports no financial results, and it describes this as a board appointment.
Effective July 16, 2025; board size increases from nine to ten directors.
Joins the Governance & Nominating and Compensation & Human Resources committees.
Compensation: $120,000 annual cash retainer, plus an annual restricted stock unit award equivalent to $220,000 that vests on the first anniversary of grant.
Previously President of VMware, Inc. (June 2021 to November 2023).
Moody's reported first-quarter 2025 revenue of $1.9 billion, up 8% from the prior-year period, with diluted EPS of $3.46, up 10%. The company widened its full-year 2025 guidance, now projecting diluted EPS of $12.00 to $12.75 and adjusted diluted EPS of $13.25 to $14.00, and it cited market volatility and a lower U.S. GDP growth assumption in its outlook.
Q1 2025 revenue was $1.9 billion, up 8%; Moody's Analytics and Moody's Investors Service each rose 8%
Diluted EPS was $3.46, up 10%; adjusted diluted EPS was $3.83, up 14%
FY 2025 adjusted diluted EPS guidance is $13.25 to $14.00, versus no prior range stated in the filing
Board declared a quarterly dividend of $0.94 per share, payable June 6, 2025
Moody's Corporation said its Chief Accounting Officer and Corporate Controller, Caroline Sullivan, will leave her position on April 1, 2025, and stay on for a transitional period. Jason Phillips, a Company employee since 2003, will succeed her in both roles on that date.
Caroline Sullivan, 56, has served as Chief Accounting Officer and Corporate Controller since December 2018; departure effective April 1, 2025.
Jason Phillips, 48, succeeds her as Chief Accounting Officer and Controller effective April 1, 2025.
Phillips most recently served as Managing Director, Assistant Controller (August 2022 to March 2025) and holds a B.S. in Accounting from Penn State and a New York CPA license.
Moody's reported fourth-quarter and full-year 2024 results on February 13, 2025, with revenue up 13% in the quarter and 20% for the year. It also set a 2025 adjusted diluted EPS outlook of $14.00 to $14.50 and raised its medium-term adjusted diluted EPS growth rate to low-to-mid-teens percent, which the filing presents as the company's updated targets for shareholders.
Q4 2024 revenue was $1.7 billion, up 13%; diluted EPS was $2.17, up 17%, and adjusted diluted EPS was $2.62, up 20%.
Full-year 2024 revenue was $7.1 billion, up 20%; adjusted diluted EPS was $12.47, up 26%.
2025 outlook: GAAP diluted EPS of $12.75 to $13.25 and adjusted diluted EPS of $14.00 to $14.50; projected restructuring charges of $80 million to $100 million in 2025.
Quarterly dividend increased 11% to $0.94 per share from $0.85, payable March 14, 2025, to holders of record on February 25, 2025.
On February 11, 2025, Moody's board committee approved an Executive Officer Cash Severance Policy. It requires stockholder ratification of new executive cash severance arrangements above 2.99 times base salary plus target annual bonus, and of amendments that increase such benefits above that threshold. This gives shareholders a say over certain large executive severance packages.
Policy adopted and effective February 11, 2025 by the Compensation & Human Resources Committee
Threshold: cash severance above 2.99 times base salary plus target annual bonus requires stockholder ratification
Amendments that increase existing cash severance above the same threshold also require ratification
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