01—Abstract
Summary
Summary of the 8-K filed January 28, 2026. Cited figures are marked; the original filing is the authoritative source.
MSCI Inc. and its subsidiary MSCI Limited entered into an amendment on January 27, 2026 to the Master Index License Agreement for Exchange Traded Funds, dated October 1, 2022, with BlackRock Fund Advisors and certain of its affiliates (the "Licensee").
The Amendment extends the term of the existing ETF agreements until March 31, 2035. After that date, each agreement auto-renews for successive three-year periods unless MSCI or the Licensee gives written notice of termination before the end of the then-current term. Under the Amendment, MSCI will continue licensing the Licensee to use certain MSCI equity indexes as the basis for exchange-traded funds.
The Licensee will continue paying a periodic license fee based on each Fund's assets under management and expense ratio. Beginning January 1, 2026, with additional changes effective January 1, 2027, the Amendment revises fees payable by certain Funds, with changes varying by each Fund's expense ratio and AUM. The filing states the Amendment does not otherwise make material changes to the existing fee constructs, and that the revised fee structure aims to enable continued growth through the price and volume tradeoff over the long term.
The filing also references a Schedule 13G/A filed by BlackRock on February 5, 2025, disclosing investment discretion over 5,400,012 shares of MSCI common stock as of December 31, 2024, or 7.3%a of outstanding common stock based on the share count as of December 31, 2025. The full Amendment is filed as Exhibit 10.1, with certain confidential portions omitted under Item 601(b) of Regulation S-K because they are not material and are of a type MSCI treats as private or confidential.
02—Key points
Key Highlights
- Term extension: The Amendment extends the Existing ETF Agreements until March 31, 2035.
- Auto-renewal: After March 31, 2035, each agreement auto-renews for successive three-year periods unless either party gives written termination notice before the end of the then-current term.
- Continued licensing: MSCI will continue licensing BlackRock-affiliated Licensee entities to use certain MSCI equity indexes as the basis for exchange-traded funds.
- Revised fee structure: Beginning January 1, 2026, with further changes effective January 1, 2027, license fees for certain Funds change based on each Fund's expense ratio and AUM.
- No other material fee changes: The filing states the Amendment does not otherwise make material changes to the existing fee constructs.
- BlackRock ownership disclosure: BlackRock's Schedule 13G/A reported investment discretion over 5,400,012 MSCI common shares as of December 31, 2024, or 7.3% of outstanding common stock based on the December 31, 2025 share count.
- Exhibit 10.1 filed: The full Amendment is filed as Exhibit 10.1, with certain confidential portions omitted.
03—Questions
Frequently Asked Questions
What is the main change in this agreement?
The Amendment extends the term of the Existing ETF Agreements to March 31, 2035, and adds auto-renewal for successive three-year periods after that date unless either party gives written termination notice before the end of the then-current term.
Does the Amendment change how MSCI is paid?
Yes, in part. The Licensee will continue paying a periodic license fee based on each Fund's AUM and expense ratio. Starting January 1, 2026, with additional changes effective January 1, 2027, the Amendment revises fees for certain Funds, with changes varying by expense ratio and AUM. The filing states there are no other material changes to the existing fee constructs.
Who is the counterparty to this agreement?
The counterparty is BlackRock Fund Advisors, together with certain of its affiliates, referred to as the Licensee. The agreement is between MSCI Inc., MSCI Limited, and BlackRock Fund Advisors.
What does the filing say about BlackRock's stake in MSCI?
The filing references a Schedule 13G/A BlackRock filed on February 5, 2025, which disclosed investment discretion over 5,400,012 shares of MSCI common stock as of December 31, 2024, or 7.3% of outstanding common stock based on the share count as of December 31, 2025.
Why are parts of the agreement not public?
Certain confidential portions of Exhibit 10.1 were omitted under Item 601(b) of Regulation S-K because MSCI determined that those portions are not material and are of a type MSCI treats as private or confidential.
04—Continue