Amendment and Restatement of Moody's Corporation 2001 Key Employees' Stock Incentive Plan

2025-12-19SEC Filing 8-K (0001059556-25-000197)

Moody's Corporation announced on December 16, 2025, that its Board of Directors approved amendments to the Amended and Restated Moody's Corporation 2001 Key Employees' Stock Incentive Plan. These amendments include revising the definition of "Good Standing" to require compliance with post-termination obligations for retirement treatment, allowing the Company to mandate a release of claims as a condition for retirement treatment, introducing flexibility in restricted stock unit (RSU) vesting schedules, and clarifying that equity treatment upon death or disability will align with current Company practices without requiring Compensation & Human Resources Committee approval. The full text of the amended plan is attached as Exhibit 10.1. This filing also includes Item 9.01 regarding Financial Statements and Exhibits, with Exhibit 10.1 being the Amended and Restated 2001 Moody's Corporation Key Employees' Stock Incentive Plan and Exhibit 104 being the cover page in Inline XBRL format. The report was signed by Elizabeth M. McCarroll, Managing Director — Corporate Governance, Securities and Corporate Secretary, on December 19, 2025.

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