Moody's Corporation filed a Form 8-K with the SEC on November 13, 2026, disclosing that it entered into an underwriting agreement on November 9, 2026, and closed a public offering of €500,000,000 aggregate principal amount of 4.125% Senior Notes due 2033 on November 12, 2026.

Key Highlights

  • Offering size: €500,000,000 aggregate principal amount of 4.125% Senior Notes due 2033.
  • Closing date: The public offering closed on November 12, 2026, with the underwriting agreement signed on November 9, 2026.
  • Interest payment schedule: Interest is payable annually on November 12 of each year, beginning November 12, 2027.
  • Intended use of proceeds: General corporate purposes, which may include working capital, capital expenditures, acquisitions, and repayment of indebtedness, including the 1.75% Senior Notes due 2027.
  • Change of Control provision: Holders may require the company to repurchase notes at 101% of principal plus accrued interest upon a Change of Control Triggering Event.
  • Cross-default threshold: An event of default is triggered if the company or certain subsidiaries fail to pay principal of indebtedness of $50 million or more when due at maturity.

Moody's Euro-Denominated Debt Offering: Structure and Terms

According to the filing, Moody's Corporation (NYSE:MCO), the Delaware-incorporated credit ratings and financial intelligence company headquartered at 7 World Trade Center in New York, issued the notes under a base indenture dated August 19, 2010, with U.S. Bank Trust Company, National Association, serving as trustee. The notes were issued pursuant to the Twentieth Supplemental Indenture, dated November 12, 2026, with U.S. Bank Europe DAC, UK Branch, acting as paying agent under a separate paying agency agreement of the same date.

The filing states that prior to August 12, 2033, described as three months before the maturity date and referred to as the Par Call Date, the company may redeem the notes at the greater of a make-whole redemption price less accrued interest or 100% of principal, plus accrued and unpaid interest. On or after the Par Call Date, the company may redeem the notes at 100% of principal plus accrued and unpaid interest. The offer was registered under the company's Registration Statement on Form S-3 (Registration No. 333-293584) filed with the SEC on February 19, 2026.

The indenture, as described in the filing, includes covenants restricting the company and certain subsidiaries from incurring or creating liens and entering into sale and leaseback transactions. It also limits the company's ability to consolidate or merge with another entity or to transfer all or substantially all of its assets. Legal opinion for the offering was provided by Gibson, Dunn and Crutcher LLP of New York.

What Was Disclosed

Moody's Corporation disclosed the November 12, 2026 closing of a €500,000,000 offering of 4.125% Senior Notes due 2033, including the governing indenture terms, redemption mechanics, change of control provisions, and the intended use of net proceeds for general corporate purposes.